UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2023 • Zerospo • Services-health services • New York
The undersigned, ZEROSPO, a Cayman Islands corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, 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:
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Zerospo • November 8th, 2023 • Services-health services • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2028 (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).
Executive Employment Agreement [Tadao Ukaji] Dated as of May 23, 2023Executive Employment Agreement • June 13th, 2023 • Zerospo • Services-health services • New York
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and Tadao Ukaji (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
COMMON SHARE PURCHASE WARRANT ZEROSPOZerospo • June 13th, 2023 • Services-health services
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shuhei Komatsu. or any registered assigns (the “Holder”) is entitled, upon the terms and subject tothe limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on May 19 , 2028,1 subject to the provisions of Section 2 below (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”), up to 100,000 common shares (the “Warrant Shares”). The purchase price of one common share under this Warrant shall be $1.00.
Consulting and Services Agreement Dated as of March 31, 2022Consulting and Services Agreement • June 13th, 2023 • Zerospo • Services-health services • Delaware
This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Moveaction Co., Ltd., a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.” The Parties acknowledge that they have previously executed a draft version of an agreement substantially similar to this Agreement, on March 23, 2022, but such execution was in error and is hereby deemed null and void and of no force or effect.
ZEROSPO Independent Director Agreement Dated as of [___________], 2023Independent Director Agreement • May 1st, 2023 • Zerospo • Services-health services
This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between ZEROSPO, an exempted company incorporated in the Cayman Islands (“Company”), and [______________] (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
ZEROSPO Warrant To Purchase Common SharesZerospo • September 8th, 2023 • Services-health services • New York
ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company common shares, par value $0.001 (“Common Shares”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), _____ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Shares (the “Warrant Shares”).
ZEROSPO Director Indemnification Agreement Dated as of [___], 2023Director Indemnification Agreement • May 1st, 2023 • Zerospo • Services-health services
This Director Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between ZEROSPO, an exempted company incorporated in the Cayman Islands (“Company”), and [______________] (the “Indemnitee”). The Company and Indemnitee may collective be referred to as the “Parties” and each individually as a “Party”.
Note Purchase Agreement By and Among HeartCore Enterprises, Inc. And ZEROSPONote Purchase Agreement • June 13th, 2023 • Zerospo • Services-health services • Delaware
This Note Purchase Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and each individually as a “Party”.
Share Exchange Agreement by and among ZEROSPO, All of the Shareholders of Move Action Co., Ltd., And Yoshio Ukaji as the Shareholders’ Representative.Share Exchange Agreement • May 1st, 2023 • Zerospo • Services-health services
This Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”); (ii) the shareholders of Move Action Co., Ltd., a Japanese corporation (“Move Action”) as set forth on the signature pages hereto (the “Move Action Shareholders”) and (iii) Yoshio Ukaji as the representative of the Move Action Shareholders (the “Shareholders’ Representative”). Each of the Company, each Move Action Shareholder and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.”
Franchise AgreementFranchise Agreement • May 1st, 2023 • Zerospo • Services-health services
Move Action Inc. (hereinafter referred to as “MA”) made franchise agreement with Matoi Corporation (hereinafter referred to as “Matoi”) on the operational support of Matoi Acupuncture and Osteopathic Clinic (hereinafter referred to as the “Project”). The franchise agreement (hereinafter referred to as the “Agreement”) is as follows:
Termination Agreement Dated as of July 26, 2023Termination Agreement • September 8th, 2023 • Zerospo • Services-health services • New York
This Termination Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and Shuhei Komatsu (the “Investor”). The Company and Investor may collective be referred to as the “Parties” and each individually as a “Party”.
Warrant Exchange Agreement Dated as of July 19, 2022Warrant Exchange Agreement • June 13th, 2023 • Zerospo • Services-health services • Delaware
This Warrant Exchange Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between (i) ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”); (ii) Move Action Co., Ltd., a Japanese corporation and a wholly owned subsidiary of the Company (“Move Action”); and (iii) HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company, ZEROSPO and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
Note Exchange Agreement By and Among HeartCore Enterprises, Inc. And ZEROSPONote Exchange Agreement • September 8th, 2023 • Zerospo • Services-health services • Delaware
This Note Exchange Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Holder”). The Company and the Holder may be collectively referred to herein as the “Parties” and each individually as a “Party”.
Third floor Wada Building 7 f, 1-20-15 Jinnan, Shibuya-ku, Tokyo Amber House Co. Phone 03 (3 496) 8511 FAX 0 3 (3 4 7 7) 7 4 6 4 Building lease agreementBuilding Lease Agreement • May 1st, 2023 • Zerospo • Services-health services
The Lessor, Land House Co., Ltd. (hereinafter referred to as “Party A”) and the Lessee, Move Action Co., Ltd. (hereinafter referred to as “Party B”) have entered into a building lease agreement as follows :
Future Receivables Transfer AgreementFuture Receivables Transfer Agreement • June 13th, 2023 • Zerospo • Services-health services
This agreement is made on June 5, 2023, between Move Action Co., Ltd. (hereinafter referred to as “Party A”) and Shinryo Co., Ltd. (hereinafter referred to as “Party B”), based on a separate Loan Agreement entered into on June 5, 2023.
Loan AgreementLoan Agreement • June 13th, 2023 • Zerospo • Services-health services
This Loan Agreement (hereinafter referred to as “the Agreement”) is entered into between Shinryo Co., Ltd. (hereinafter referred to as “Party A”) and Move Action Co., Ltd. (hereinafter referred to as “Party B”).
SHARE PURCHASE WARRANT ZEROSPOZerospo • June 13th, 2023 • Services-health services
THIS SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Heartcore Enterprises, Inc., a Delaware corporation, or its registered 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 IPO Date (as defined below) and on or prior to the close of business on the tenth anniversary of the IPO Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”), the number of ordinary shares of the Company, having a nominal or par value of US$0.001 each (the “Company Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Company Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
