Sheppard, Mullin, Richter & Hampton Sample Contracts

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 13th, 2002 • Innovative Micro Technology Inc • Electronic components, nec • New York
RECITALS
Escrow Agreement • September 25th, 2001 • Genesisintermedia Inc • Services-miscellaneous business services • New York
RECITALS
Voting Agreement • February 22nd, 2005 • Natel Engineering Company, Inc. • Semiconductors & related devices • California
Exhibit 99(b) SUBSCRIPTION AGREEMENT By and Between THE PACIFIC TELESIS GROUP MASTER PENSION TRUST
Subscription Agreement • July 10th, 1997 • Taubman Centers Inc • Real estate investment trusts • Michigan
dated as of
Agreement and Plan of Merger • February 19th, 2002 • Raytel Medical Corp • Services-misc health & allied services, nec • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 15th, 2024 • GAXOS.AI Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2024, between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AGREEMENT AND PLAN OF MERGER by and among AUTOMATIC RAIN COMPANY, HORIZON DISTRIBUTORS, INC., and the
Agreement and Plan of Merger • October 4th, 2005 • SCP Pool Corp • Wholesale-misc durable goods • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 26, 2005, by and among Automatic Rain Company, a California corporation (the “Company”), Horizon Distributors, Inc., a Delaware corporation (“Buyer”), and the shareholders of the Company that are signatories hereto (the “Shareholder Parties”). Buyer, the Company and the Shareholder Parties are sometimes collectively referred to as the “Parties.”

Exhibit 99(a) PURCHASE AND SALE AGREEMENT By and Between THE PACIFIC TELESIS GROUP MASTER PENSION TRUST
Purchase and Sale Agreement • July 10th, 1997 • Taubman Centers Inc • Real estate investment trusts • Michigan
1 EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT dated as of April 16, 1998
Revolving Credit Agreement • August 14th, 1998 • Amb Property Lp • Real estate • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROCARE INDUSTRIES, LTD., FASTPOINT ACQUISITION CORP., ROBERT W. MARSIK,
Agreement and Plan of Merger • October 16th, 2000 • Procare Industries LTD • Pharmaceutical preparations • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 21st, 2019 • Hoth Therapeutics, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of ____, 2019 among Hoth Therapeutics, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

By
Security Agreement • June 30th, 2006 • Spirit AeroSystems Holdings, Inc. • New York
10,000,000 Units Ault Disruptive Technologies Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • New York

Ault Disruptive Technologies Corporation, 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 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 • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • New York

THIS WARRANT AGREEMENT (“Agreement”) is made as of December 15, 2021, between Ault Disruptive Technologies Corporation, a Delaware corporation, with offices at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 17th, 2021 • Oxbridge Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 11, 2021, by and between Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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UNDERWRITING AGREEMENT between SACKS PARENTE GOLF, INC. and THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters SACKS PARENTE GOLF, INC.
Underwriting Agreement • August 18th, 2023 • Sacks Parente Golf, Inc. • Sporting & athletic goods, nec • New York

The undersigned, Sacks Parente Golf, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Sacks Parente Golf, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter referred to as “you” (including its correlatives) or 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:

among
Credit Agreement • March 29th, 2002 • West Marine Inc • Retail-auto dealers & gasoline stations • California
between
Warrant Agreement • August 13th, 2002 • Innovative Micro Technology Inc • Electronic components, nec • New York
BETWEEN
Asset Purchase Agreement • June 30th, 2006 • Spirit AeroSystems Holdings, Inc. • Delaware
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 3, 2005
Credit Agreement • June 9th, 2005 • American States Water Co • Water supply • California
WARRANT For the Purchase of Common Stock of DGSE COMPANIES, INC. a Nevada corporation
Dgse Companies Inc • January 9th, 2007 • Retail-jewelry stores • Texas
EXHIBIT 10.1 INTERNATIONAL CARD ESTABLISHMENT, INC. SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK WARRANTS SUBSCRIPTION AGREEMENT
Subscription Agreement • December 10th, 2004 • International Card Establishment Inc • Services-prepackaged software • California
UNDERWRITING AGREEMENT
Underwriting Agreement • December 19th, 2019 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
1 EXHIBIT 10.3 OFFICE SPACE LEASE
Myers Steven & Associates Inc • November 21st, 1997 • California
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