Industrial Human Capital, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • October 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 19, 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”), and each of the undersigned persons (each, an “Indemnitee”).

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INDUSTRIAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 14th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

The undersigned, Industrial Human Capital, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

WARRANT AGREEMENT
Warrant Agreement • October 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”) is made as of October 19, 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). |

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 19, 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, is made and entered into by and among Industrial Human Capital, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, and together with the Sponsor and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

INDUSTRIAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

The undersigned, Industrial Human Capital, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

28th Floor New York, New York 10022
Industrial Human Capital, Inc. • June 30th, 2021 • Blank checks • New York

This letter confirms our agreement (this “Agreement”) whereby Industrial Human Capital, Inc., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-255594) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

Industrial Human Capital, Inc. Miami, FL 33135-3250
Letter Agreement • October 14th, 2021 • Industrial Human Capital, Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Human Capital, Inc. a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No.

October 19, 2021
Letter Agreement • October 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Human Capital, Inc. a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No.

Industrial Human Capital, Inc.
Letter Agreement • June 30th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This letter agreement by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”) and ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-255594) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

FORFEITURE AGREEMENT
Forfeiture Agreement • October 14th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This Forfeiture Agreement (this “Agreement”) is entered into as of October 12, 2021, by and between A.G.P./Alliance Global Partners (the “Transferor”) and Industrial Human Capital, Inc. (the “Transferee”).

Working Capital Loan Agreement
Working Capital Loan Agreement • August 3rd, 2022 • Industrial Human Capital, Inc. • Blank checks • Florida

This Working Capital Loan Agreement (“Agreement”) formalizes an informal agreement that was entered on or about the 17th day of March 2022 by and between Industrial Human Capital, Inc., a Delaware corporation (“Industrial”), and ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”) (Industrial and Sponsor each a “Party” and collectively the “Parties”). This Agreement is effective as of the 1st day of August 2022.

FORFEITURE AGREEMENT
Forfeiture Agreement • October 14th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This Forfeiture Agreement (this “Agreement”) is entered into as of October 12, 2021, by and between ShiftPixy Investments, Inc. (the “Transferor”) and Industrial Human Capital, Inc. (the “Transferee”).

FORFEITURE AGREEMENT
Forfeiture Agreement • August 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This Forfeiture Agreement (this “Agreement”) is entered into as of August 2, 2021, by and between ShiftPixy Investments, Inc. (the “Transferor”) and Industrial Human Capital, Inc. (the “Transferee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 7th, 2021 • Industrial Human Capital, Inc. • Blank checks

The undersigned hereby subscribes for 2,000,000 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $9,638.55 to the Company.

Industrial Human Capital, Inc.
Letter Agreement • October 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This letter agreement by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”) and ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-255594) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2021 • Industrial Human Capital, Inc. • Blank checks

The undersigned hereby subscribes for 4,312,500 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.

FORFEITURE AGREEMENT
Forfeiture Agreement • August 25th, 2021 • Industrial Human Capital, Inc. • Blank checks • New York

This Forfeiture Agreement (this “Agreement”) is entered into as of August 2, 2021, by and between A.G.P./Alliance Global Partners (the “Transferor”) and Industrial Human Capital, Inc. (the “Transferee”).

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