MOVING iMAGE TECHNOLOGIES INC. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • July 13th, 2021 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • New York

The undersigned, Moving iMage Technologies, Inc., a Delaware 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 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:

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MOVING iMAGE TECHNOLOGIES INC. • October 19th, 2020 • Photographic equipment & supplies • California

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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 201[●] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC.

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Contract
Common Stock Purchase Warrant • July 13th, 2021 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California

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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING JULY 7, 2021 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC.

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INDEMNITY AGREEMENT
Indemnity Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Delaware

This Indemnity Agreement, effective as of , is made by and between Moving iMage Technologies, Inc., a Delaware corporation with executive offices located at 17760 Newhope Street, Fountain Valley, CA 92075 (the “Company”), and , __________of the Company residing at (the “Indemnitee”).

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WARRANT TO PURCHASE STOCK
MOVING iMAGE TECHNOLOGIES INC. • July 13th, 2021 • Photographic equipment & supplies • California

This Warrant is being issued to Holder in connection with that certain Loan Agreement by and between Holder and Moving iMage Technologies, LLC, predecessor to the Company, dated as of October 28, 2019 and as amended from time to time (the “Loan Agreement”). The initial number of Shares issuable upon exercise of this Warrant is equal to $350,000 (the “Warrant Coverage Amount”) divided by the Warrant Price.

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • October 11th, 2019 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California

This Management Services Agreement (this “Agreement”), is made and entered into effective as of October 3, 2018 (the “Effective Date”), by and between Moving iMage Technologies, LLC, a Delaware limited liability company (the “Service Provider”), and Caddy Products, Inc., a California corporation (the “Company”).

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • October 11th, 2019 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Delaware

This Share Exchange Agreement, dated effective as of _______, 2019 (this “Agreement”) by and among Moving Image Technologies, LLC, a Delaware limited liability company (“MiT”), the members of MiT set forth on Schedule 1 hereto (the “Members”), and NLM Holding Co., Inc., a Delaware corporation (“NLM”).

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CONSULTING AGREEMENT
Consulting Agreement • October 11th, 2019 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California

This Agreement is made as of July 1, 2018, by and between NLM Holding Co., Inc., having its business office at 2655 First St., Suite 250, Simi Valley, CA 93065 (the "Company") and Westpark Capital, Inc., with its principal office located at 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067 (the "Consultant").

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MOVING IMAGE TECHNOLOGIES LETTERHEAD]
Letter Agreement • May 15th, 2023 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Delaware

This Letter Agreement(“Letter Agreement”), is made and entered into as of April 25, 2023 (“Effective Date”) between The Five Agency, LLC, a Delaware limited liability company with offices at 970 16th Place, Vero Beach, FL 32960 (“The Five Agency)” and Moving Image Technologies, Inc., a Delaware corporation with an office at 17760 Newhope St., Fountain Valley, CA 92708 (“MIT”), “Party” shall mean MIT or The Five Agency or a to be formed entity named SNDBX (as hereinafter defined) individually. “Parties” shall mean MIT, The Five Agency and SNDBX, collectively.

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CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • June 12th, 2023 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Florida

This Convertible Note Purchase Agreement (this “Agreement”), dated as of 6/6/2023, is entered into among SNDBX, INC., a Florida corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”).

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EXCHANGE AGREEMENT
Exchange Agreement • July 13th, 2021 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Delaware

This Exchange Agreement (the “Agreement”) dated July 7, 2021 is entered into by and among Moving iMage Technologies, Inc., a Delaware corporation (“Parent”), and the equity holders of LLC listed on the signature pages of this Agreement (the “Members”).

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ASSET PURCHASE AGREEMENT between QSC, LLC, a California limited liability company as the Seller, MOVING iMAGE TECHNOLOGIES, INC a Delaware corporation as the Buyer Dated as of April 21, 2022
Asset Purchase Agreement • April 26th, 2022 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of April 21, 2022 ("Effective Date"), is made and entered into by and between QSC, LLC, a California limited liability company (the "Seller") and MOVING iMAGE TECHNOLOGIES, INC., a Delaware corporation (the "Buyer").

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ASSET PURCHASE AGREEMENT
Security Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California

THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is made and entered into by and among Moving iMage Technologies, LLC, a Delaware limited liability company (“MiT”), MIT ACQUISITION CO. LLC, a Delaware limited liability company (“Buyer”), both having their principal offices at 17760 Newhope Street, Fountain Valley, CA 92708, Caddy Products, Inc., a California corporation, having its principal offices at 73850 Dinah Shore Drive #115, Palm Desert, CA 92211 (“Seller”), and the Estate of Peter Bergin (“Shareholder”).

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AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies

This Amendment No. 1 to Share Exchange Agreement, dated effective as of October 29, 2019 (this “Agreement”), is made by and among Moving Image Technologies LLC, a Delaware limited liability company (“MiT”), the members of MiT set forth on Schedule 1 hereto (the “Members”), and NLM Holding Co., Inc., a Delaware corporation (“NLM”).

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LOAN AGREEMENT Dated as of October 24, 2019 (the “Closing Date”) by and between AGILITY CAPITAL III, LLC (“Agility” or “Lender”) and MOVING IMAGE TECHNOLOGIES, LLC (“MIT”) and MIT ACQUISITION CO. LLC (“Caddy”) TOTAL CREDIT AMOUNT: Up to $1,000,000
Loan Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California

Formula: 75% of the Eligible Accounts of MIT. “Eligible Accounts” means accounts receivable arising from the ordinary course of MIT’s business, net after all offsets, and excluding the following: (i) Accounts that the account debtor has failed to pay within ninety (90) days of invoice date; (ii) Accounts with respect to an account debtor, twenty-five percent (25%) of whose Accounts the account debtor has failed to pay within ninety (90) days of invoice date; (iii) Accounts with respect to which the account debtor is an officer, employee, agent or Affiliate of MIT; (iv) Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional; (v) Accounts with respect to which the account debtor does not have its principal place of business in the United States; (vi) Accounts with respect to which MIT is liable to the accoun

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