Maison Solutions Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 22nd, 2023 • Maison Solutions Inc. • Retail-grocery stores • Delaware

This INDEMNIFICATION AGREEMENT (“Agreement”), dated as of ____, 2023, is by and between Maison Solutions Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).

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UNDERWRITING AGREEMENT between MAISON SOLUTIONS INC. (the “Company”) and JOSEPH STONE CAPITAL, LLC (the “Underwriter”) MAISON SOLUTIONS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 10th, 2023 • Maison Solutions Inc. • Retail-grocery stores • New York

The undersigned, MAISON SOLUTIONS INC., a Delaware corporation (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 the Company, the “Company”), hereby confirms its agreement with JOSEPH STONE CAPITAL, LLC (for itself and on behalf of the underwriters as set forth on Schedule A, if any, each an “Underwriter”) hereinafter referred to as “you” (including its correlatives) to issue and sell to the Underwriter certain amount of shares of common stock of the Company, par value $0.0001 per share of Class A Common Stock (the “Common Stock”) in a public offering (the “Offering”).

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Contract
Purchase Warrant Agreement • June 13th, 2023 • Maison Solutions Inc. • Retail-grocery stores • New York

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 (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) JOSEPH STONE CAPITAL, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JOSEPH STONE CAPITAL, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.

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LOAN AUTHORIZATION AND AGREEMENT (LA&A)
Loan Authorization and Agreement • May 22nd, 2023 • Maison Solutions Inc. • Retail-grocery stores

This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.

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AMENDED LOAN AUTHORIZATION AND AGREEMENT (LA&A)
Loan Authorization and Agreement • May 22nd, 2023 • Maison Solutions Inc. • Retail-grocery stores

This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 22nd, 2023 • Maison Solutions Inc. • Retail-grocery stores

__________________________, a Delaware corporation, located at ________________________, (hereinafter referred to as “Employer”), and ALEXANDRIA LOPEZ, residing at __________________________________, (hereinafter referred to as “Executive”), in consideration of the mutual promises made herein, agree as follows:

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INtellectual PRoperty License Agreement
Intellectual Property License Agreement • May 22nd, 2023 • Maison Solutions Inc. • Retail-grocery stores • Hong Kong

This Intellectual Property License Agreement (“Agreement”) is made and entered into as of April 19,2021 (“Effective Date”) by and between:

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EMPLOYMENT AGREEMENT
Employment Agreement • May 22nd, 2023 • Maison Solutions Inc. • Retail-grocery stores

__________________________, a Delaware corporation, located at ________________________, (hereinafter referred to as “Company”), and JOHN XU, residing at __________________________________, (hereinafter referred to as “Executive”), in consideration of the mutual promises made herein, agree as follows:

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Collaboration Agreement Introduction
Collaboration Agreement • May 22nd, 2023 • Maison Solutions Inc. • Retail-grocery stores • Hong Kong

JD E-commerce America Limited (“JD”) is the developer of certain proprietary retail technology solutions, including the Platform.

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FIRST AMENDMENT TO GUARANTEE OF NOTE by AZLL LLC
Guarantee of Note • October 25th, 2024 • Maison Solutions Inc. • Retail-grocery stores

Reference is made to that certain Guarantee of Note Agreement executed by AZLL LLC, an Arizona limited liability company (the “Guarantor” or “AZLL”), to and for the benefit of Meng Truong and Paulina Truong, husband and wife (together, the “Note Holders”) dated April 8, 2024 (the “AZLL Guarantee Agreement”). All capitalized terms not defined herein shall have the meaning as provided in the AZLL Guarantee Agreement.

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FIRST AMENDMENT TO GUARANTEE OF NOTE by JOHN JUN XU and GRACE XU
Guarantee of Note • October 25th, 2024 • Maison Solutions Inc. • Retail-grocery stores

Reference is made to that certain Guarantee of Note Agreement executed by John Jun Xu and Grace Xu (each a “Guarantor” and together, the “Guarantors”) to and for the benefit of Meng Truong and Paulina Truong, husband and wife (together, the “Note Holders”) dated April 8, 2024 (the “Xu Guarantee Agreement”). All capitalized terms not defined herein shall have the meaning as provided in the Xu Guarantee Agreement.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 24th, 2023 • Maison Solutions Inc. • Retail-grocery stores • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 22 day of November 2023, by and between Maison Solutions Inc., a Delaware corporation (the “Company”), and [●], a [●] (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 24th, 2023 • Maison Solutions Inc. • Retail-grocery stores • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 22, 2023, is made and entered into by and between (i) Maison Solutions Inc., a Delaware corporation (the “Company”), and (ii) [●] (the “Holder”).

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SECOND AMENDMENT TO SENIOR SECURED NOTE AGREEMENT
Senior Secured Note Agreement • October 25th, 2024 • Maison Solutions Inc. • Retail-grocery stores

Reference is made to that certain Senior Secured Note Agreement executed by Lee Lee Oriental Supermart, Inc., an Arizona corporation (the “Corporate Issuer”) and Lee Lee Oriental Supermart, LLC, (the “LLC Issuer”) (each the “Issuer”) and AZLL LLC, an Arizona limited liability company (“AZLL”) in favor of Meng Truong and Paulina Truong, husband and wife (together, “Holders” or “Secured Parties” and, collectively with Issuer and AZLL, the “Parties” and each, a “Party”) dated April 8, 2024, as amended by that certain First Amendment to the Senior Secured Note Agreement dated October 21, 2024 (the “Secured Note”). All capitalized terms not defined herein shall have the meaning as provided in the Secured Note.

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FIRST AMENDMENT TO SECURITY AGREEMENT
Security Agreement • October 25th, 2024 • Maison Solutions Inc. • Retail-grocery stores

Reference is made to that certain Security Agreement by and between Lee Lee Oriental Supermart, Inc., an Arizona corporation (the “Issuer” or “Corporation Issuer”), and AZLL LLC, an Arizona limited liability company (“AZLL” and, together with the Issuer, the “Grantors”), and Meng Truong and Paulina Truong, husband and wife (together, the “Secured Party” or “Holders”) (and collectively with the Issuer and AZLL, the “Parties,” and each a “Party”) dated April 8, 2024 (the “Security Agreement”). All capitalized terms not defined herein shall have the meaning as provided in the Security Agreement.

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