Becker & Poliakoff Sample Contracts

RECITALS
Asset Purchase Agreement • April 1st, 2002 • Twinlab Corp • Medicinal chemicals & botanical products • Florida
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FLAG SHIP ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • June 7th, 2022 • Flag Ship Acquisition Corp • Blank checks

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_________), the Company and Indemnitee do hereby covenant and agree as follows:

FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
MANA CAPITAL ACQUISITION CORP. WARRANT AGREEMENT
Warrant Agreement • October 4th, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 22, 2021, is by and between Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).

RECITALS
Settlement Agreement • November 3rd, 2000 • Vidkid Distribution Inc • Services-motion picture & video tape production • Florida
UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2023 • CCSC Technology International Holdings LTD • Electric lighting & wiring equipment • New York

The undersigned, CCSC Technology International Holdings Limited, a holding company incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities, LLC (the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) as follows:

ARTICLE I
Note Purchase Agreement • December 13th, 2007 • First Montauk Financial Corp • Security brokers, dealers & flotation companies • Illinois
FLAG SHIP ACQUISITION CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2024 • Flag Ship Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___th day of ______________ 2024, by and among Flag Ship Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

AGREEMENT
Agreement • May 31st, 2002 • Inter Parfums Inc • Perfumes, cosmetics & other toilet preparations • New York
WARRANT AGREEMENT
Warrant Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Giant Oak Acquisition Corporation, a British Virgin Islands company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).

FLAG SHIP ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • December 14th, 2022 • Flag Ship Acquisition Corp • Blank checks

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-261028), the Company and Indemnitee do hereby covenant and agree as follows:

1 Exhibit 10.8 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 2nd, 2000 • Viasource Communications Inc • Delaware
ARTICLE I
Supplemental Agreement • September 11th, 1998 • Eastern Environmental Services Inc • Refuse systems • Florida
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN GREENVISION ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Investment Management Trust Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York

This Agreement is made as of November 18, 2019 by and between GreenVision Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

FLAG SHIP ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 22nd, 2024 • Flag Ship Acquisition Corp • Blank checks
GOLDEN STAR ACQUISITION CORPORATION INDEMNITY AGREEMENT
Indemnity Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of May 1, 2023 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-261569), the Company and Indemnitee do hereby covenant and agree as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the “Purchase Agreement”).

ARTICLE I PREMISES
Lease Modification Agreement • April 24th, 1998 • Ultimate Software Group Inc • Services-prepackaged software
FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • March 1st, 2023 • Golden Star Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2023, by and among Golden Star Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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Letter Agreement dated November 18, 2019 by Sponsor, Initial Stockholders, Officers and Directors Letter Agreement From Sponsor
Underwriting Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement dated as of November 18, 2019 (the “Underwriting Agreement”) entered into by and between GreenVision Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities Inc. as representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) under the Securities Act of 1933, as amended of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), one warrant exercisable for one share of Common Stock (each, a “Warrant”), and one right to receive one-tenth (1/10) of a share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

FLAG SHIP ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
Private Placement Unit Subscription Agreement • March 22nd, 2024 • Flag Ship Acquisition Corp • Blank checks • New York

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____, 2024, by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 26 Broadway, Suite 934, New York, New York 10004 and Whale Management Corporation, a British Virgin Islands company (the “Purchaser”).

MingZhu Logistics Holdings Limited and , as Trustee FORM OF INDENTURE Dated as of ,
MingZhu Logistics Holdings LTD • October 12th, 2022 • Transportation services • New York

INDENTURE, dated as of , , by and between MingZhu Logistics Holdings Limited., a Cayman Islands corporation, as Issuer (the “Company”) and , a organized under the laws of , as Trustee (the “Trustee”).

FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • January 27th, 2021 • Venus Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______ [__], 2021, is by and between Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or alsp referred to herein as the “Transfer Agent”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • July 18th, 2022 • Planet Green Holdings Corp. • Canned, frozen & preservd fruit, veg & food specialties • New York

This Share Exchange Agreement (this “Agreement”) is made and entered into as of July 15, 2022 by and among (i) Planet Green Holdings Corporation, a corporation incorporated in the State of Nevada (the “Parent”), (ii) Hubei Bulaisi Technology Co., Ltd. (the “Purchaser”), a limited liability company registered in the People’s Republic of China, (iii) Xianning Xiangtian Energy Holdings Group Co., Ltd., a limited liability company registered in the People’s Republic of China (the “Company”, Company and its subsidiaries are hereinafter referred as “Company”), (iv) Xiangtian (Shenzhen) Aerodynamic Electricity Ltd., the beneficiary shareholder of the Company (the “Seller”); and (v) Jian Zhou and Fei Wang, the registered shareholders of the Company (the “Registered Shareholders”). The Parent, the Purchaser, the Company, the Seller and the Registered Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise d

GIANT OAK ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENT
Form of Rights Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [ ], 2022 between Giant Oak Acquisition Corporation, a British Virgin Islands company with offices at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 26, 2023 by Liquor Alliance Holdings Limited (“Sellers”), and Yuhan Zhao serving as director, officer, manager or employee of the Company (as defined below) or any of its Subsidiaries (“Managers” and, together with Sellers, the “Subject Parties”), in favor of and for the benefit of Mingzhu Logistics Holdings Limited, a corporation incorporated in the Cayman Islands (“Purchaser”), Liquor Alliance Investment (BVI) Limited, a limited liability incorporated in the British Virgin Islands (the “Company”), and each of Purchaser’s, and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement.

BY AND AMONG
Stock Purchase Agreement • March 31st, 1998 • Trans World Gaming Corp • Retail-auto dealers & gasoline stations • England
LOCK-UP AGREEMENT
Lock-Up Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York

THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of May 26, 2023 by and among (i) Mingzhu Logistic Holdings Limited, a Cayman Islands exempted corporation (including any successor entity thereto, the “Company”), and (ii) each of the persons listed on the signature page hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2023 • IEH Corp • Electronic connectors • New York

THIS AGREEMENT (this “Agreement”) is made as of the 26th day of October, 2023 and be effective as November 1, 2023 (the “Effective Date”) by and between Subrata Purkayastha (the “Employee”) and IEH Corporation, a New York corporation (the “Company”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 15th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

ESCROW AGREEMENT
Escrow Agreement • January 24th, 2024 • CCSC Technology International Holdings LTD • Electric lighting & wiring equipment • New York

This Escrow Agreement dated as of this 22nd day of January, 2024 (the “Escrow Agreement”), is entered into by and among CCSC Technology Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company” or “CCSC”) having an address of 1301-03, 13/f Shatin Galleria, 18-24 Shan Mei Street, Fotan, Shatin, Hong Kong 00852-26870272, Revere Securities, LLC (the “Representative”) and together with the Company, and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”), each a “Party” and collectively, the “Parties”).

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