UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 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 • May 1st, 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 Dated as of [_________], 2023Executive Employment Agreement • May 1st, 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”.
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 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”.
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:
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 :
