Nelson Mullins Riley & Scarborough Sample Contracts

1 EXHIBIT 1.1 1,500,000 SHARES OF COMMON STOCK SOUTHEAST COMMERCE HOLDING COMPANY UNDERWRITING AGREEMENT
Southeast Commerce Holding Co • March 6th, 1998 • National commercial banks • Ohio
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BY AND AMONG
Stock Purchase Agreement • January 10th, 2003 • Ebank Financial Services Inc • National commercial banks
WITNESSETH:
Escrow Agreement • August 22nd, 2002 • Tidelands Bancshares Inc • National commercial banks • South Carolina
1 EXHIBIT 2.4 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 16th, 1998 • Intelligent Systems Corp • Services-hospitals • Georgia
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 12th, 1998 • Pegasus Communications Corp • Television broadcasting stations • Pennsylvania
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 16th, 2023 • Arcimoto Inc • Motorcycles, bicycles & parts • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2023, between Arcimoto, Inc., an Oregon corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

ARTICLE I.
Agreement and Plan of Merger • September 25th, 1998 • Immucor Inc • In vitro & in vivo diagnostic substances • Texas
LOAN AGREEMENT
Loan Agreement • November 3rd, 2000 • London Bridge Software Holdings PLC • Services-prepackaged software • Georgia
1 EXHIBIT 10.24 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 31st, 1998 • Tekgraf Inc • Wholesale-computers & peripheral equipment & software • Georgia
INDEMNITY AGREEMENT
Indemnity Agreement • February 12th, 2021 • McAp Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”), PROTONIQ LLC, a Cayman Islands limited liability company with registration number 5314 (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 24th, 1997 • Digital Television Services of Kansas LLC • South Carolina
RAINBOW RENTALS, INC. COMMON STOCK
Underwriting Agreement • May 14th, 1998 • Rainbow Rentals Inc • Services-equipment rental & leasing, nec • Georgia
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG AMERICAN BINGO & GAMING CORP. AS THE "BUYER"
Agreement and Plan of Reorganization • August 14th, 1998 • American Bingo & Gaming Corp • Services-miscellaneous amusement & recreation • South Carolina
PRECEDENT AGREEMENT BY AND BETWEEN
Service Agreement • March 15th, 2005 • Progress Energy Inc • Electric services • New York
OF
Shareholders Agreement • January 28th, 1999 • Webmd Inc • Georgia
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PONO CAPITAL THREE, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 15th, 2023 • Pono Capital Three, Inc. • Blank checks • New York

Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 27th, 2021 • Fat Projects Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).

OF
Operating Agreement • May 15th, 2000 • Healtheon Webmd Corp • Services-prepackaged software • Delaware
UNDERWRITING AGREEMENT
Underwriting Agreement • January 29th, 2024 • SU Group Holdings LTD • Services-detective, guard & armored car services • New York

The undersigned, SU Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, 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” or, individually, an “Underwriter”) as follows:

BY AND BETWEEN
Asset Purchase Agreement • May 2nd, 2008 • Ilinc Communications Inc • Services-computer programming, data processing, etc. • Georgia
EXHIBIT 10.2 CREDIT AGREEMENT
Credit Agreement • May 22nd, 1998 • Albecca Inc • Minnesota
COMMON STOCK UNDERWRITING AGREEMENT ----------------------
Premiere Technologies Inc • December 23rd, 1997 • Communications services, nec • New York
1 EXHIBIT 2.8 ASSET PURCHASE AGREEMENT DECEMBER 15, 1999 BY AND BETWEEN
Asset Purchase Agreement • December 22nd, 1999 • Netzee Inc • Services-business services, nec • Georgia
EXHIBIT 10.8
Registration Rights Agreement • March 31st, 1997 • Centennial Healthcare Corp • Georgia
ARTICLE TWO REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE BANK
Stock Purchase Agreement • January 29th, 2007 • Nbog Bancorporation Inc • National commercial banks • Georgia
BETWEEN
Agreement and Plan of Merger • August 12th, 1997 • Orthalliance Inc • Services-management services • Delaware
LOAN AGREEMENT among
Loan Agreement • April 1st, 2002 • Intercept Group Inc • Functions related to depository banking, nec • Georgia
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