Northann Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May, 2022 among Northann Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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NORTHANN CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • October 23rd, 2023 • Northann Corp. • Plastics products, nec • New York
Contract
Note Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec • New York

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

SECURITY AGREEMENT
Security Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec

SECURITY AGREEMENT (this "Agreement"), dated as of May __, 2022, by and among northann corp., a Nevada corporation (the "Company") and the secured parties signatory hereto (collectively, the "Secured Party").

Employment Agreement
Employment Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec • New York

This Employment Agreement (the "Agreement") is made and entered into as of April 18, 2023, by and between David M. Kratochvil (the "Executive") and Northann Corp., a Nevada Corporation (the "Company").

Lock-Up Agreement
Lock-Up Agreement • October 23rd, 2023 • Northann Corp. • Plastics products, nec

This Lock-Up Agreement (this “Agreement”) is being delivered to Craft Capital Management, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Northann Corp., a Nevada corporation (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of common stock, par value $0.001 per share (“Common Stock”), of the Company.

Non-exclusive License Agreement
Non-Exclusive License Agreement • July 14th, 2023 • Northann Corp. • Plastics products, nec • Delaware

This License Agreement (this “Agreement”) is entered into as of this 10th day of September, 2021 (the “Effective Date”), by and between Interglobal Forest LLC , an existing under the laws of United States, having a place of business at (“Licensee”) and Benchwick Construction

PURCHASE AGREEMENT
Purchase Agreement • December 6th, 2024 • Northann Corp. • Plastics products, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2024, between Northann Corp., a Nevada corporation (the “Company”), and each purchaser identified on Appendix A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2024 • Northann Corp. • Plastics products, nec

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

Form of Standard Plant Lease Agreement
Plant Lease Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec

According to the provisions of the Civil Code of the People's Republic of China and other relevant laws and regulations, both parties, on the basis of equality, voluntariness, fairness and honesty and credit, and by consensus, hereby sign this contract on matters related to Party B's lease of Party A's plant as follows.

SHARE PURCHASE AGREEMENT by and between Jianquan Xu and Northann Corp. November 13, 2024 Page Article I Purchase Transactions 1 1.1 Purchase Price 1 1.2 Closing 1 1.3 Purchase and Sale of the Company Shares 2 1.4 No Fractional Shares. 3 1.5 Lock-Up...
Share Purchase Agreement • November 15th, 2024 • Northann Corp. • Plastics products, nec • Hong Kong

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of November 13, 2024, by and between Jianqun Xu, a citizen of the People’s Republic of China whose passport number is EE8427448 (the “Seller”) and Northann Corp., a Nevada corporation (the “Purchaser”). The foregoing persons are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein, but not defined herein, are defined in Article XI below.

Jiangnan Rural Commercial Bank Maximum Loan (Credit) Contract
Maximum Loan (Credit) Contract • May 25th, 2023 • Northann Corp. • Plastics products, nec

Lender and Borrower shall, in accordance with relevant laws, regulations and rules and after full consultation, reach an agreement on relevant matters and conclude a contract for mutual compliance and implementation by both parties.

PATENT SECURITY AGREEMENT
Patent Security Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec • New York

This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is entered into as of May __, 2022 by and among nORTHANN CORP., a Nevada corporation (the "Grantor") and the secured parties signatory hereto (collectively, the "Secured Party").

GUARANTY
Guaranty • May 25th, 2023 • Northann Corp. • Plastics products, nec • New York

GUARANTY (the "Guaranty"), dated as of May [ ], 2022, by among the guarantors signatory hereto (individually, a “Guarantor” and collectively, the "Guarantors") in favor of the lenders signatory hereto (collectively, the "Lender").

Small Business Loan Contract
Small Business Loan Contract • May 25th, 2023 • Northann Corp. • Plastics products, nec

The Borrower and the Lender, after equal negotiation, agree on the issuance of the loan by the Lender to the Borrower and hereby enter into this contract.

SEparation AGREEMENT
Separation Agreement • April 16th, 2024 • Northann Corp. • Plastics products, nec

THIS SEparation AGREEMENT (this “Agreement”) is made by and between David Kratochvil (“EMPLOYEE”), and Northann Corp. (the “Company”). The Company and EMPLOYEE are each individually referred to as “Party” and collectively referred to as the “Parties.”

AMENDMENT AGREEMENT
Amendment Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec • New York

This Amendment Agreement (the “Agreement”), dated as of __________, 2023, is entered into by and between Northann Corp., a Nevada corporation (the “Company”), and __________ (the “Investor”), amends a convertible debenture issued by the Company to the Investor on May 16, 2022 (the “Note”) pursuant to a Securities Purchase Agreement entered into between the Company and the Investor on May 12, 2022 (the “Securities Purchase Agreement”).

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and attachments to this exhibit have been omitted. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.] Business Development Agreement
Business Development Agreement • December 5th, 2024 • Northann Corp. • Plastics products, nec • Hong Kong

Party A decides to employ Party B as the consultant to provide supply chain related consulting services for Party A's business development, sales strategies, promotion and marketing planning etc., and Party B also agrees to act as the consultant of Party A.

GUARANTORS SECURITY AGREEMENT
Security Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec

GUARANTORS SECURITY AGREEMENT (this "Agreement"), dated as of May __, 2022, by and among the grantors signatory hereto (individually, a “Grantor” and collectively, the "Grantors") and the secured parties signatory hereto (collectively, the "Secured Party").

Construction Contract
Construction Contract • May 25th, 2023 • Northann Corp. • Plastics products, nec

In accordance with the Contract Law of the People’s Republic of China, the Construction Law of the People’s Republic of China and relevant laws, and following the principles of equality, voluntariness, fairness and good faith, the two parties have reached a consensus on the construction of on #2 manufacturing plant, water and electricity installation project and related matters of Northann (Changzhou) Construction Products Co., Ltd.

TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec • New York

This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is entered into as of May __, 2022 by and between NORTHANN CORP., a Nevada corporation (the "Grantor") and secured parties signatory hereto (collectively, the "Secured Party").

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LEASE AGREEMENT
Lease Agreement • August 5th, 2024 • Northann Corp. • Plastics products, nec • South Carolina

THIS LEASE AGREEMENT (this “Lease”) is made and entered into this 26 day of July, 2024 (the “Effective Date”), by and between SKY SC, LLC, a Delaware limited liability company (“Landlord”), and NORTHANN CORP, a Nevada corporation (“Tenant”).

Bank of Communications Working Capital Loan Contract
Working Capital Loan Contract • May 25th, 2023 • Northann Corp. • Plastics products, nec

The Borrower and the Lender, after equal negotiation, agree on the issuance of working capital loan by the Lender to the Borrower and hereby enter into this contract to specify the rights and obligations of the parties.

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and attachments to this exhibit have been omitted. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.] Financing and Strategic Planning...
Financing and Strategic Planning Advisory Agreement • December 5th, 2024 • Northann Corp. • Plastics products, nec • Virgin Islands

Party A, due to the needs of business development, intends to implement a comprehensive strategic plan, pursuing both organic growth and growth through mergers and acquisitions. To this end, Party A plans to hire Party B as a consulting advisor to participate fully in the formulation of the relevant plan. Party B agrees, in addition to participating in the strategic planning of Party A, to assist Party A in introducing institutional investors to support the necessary funding for the strategic plan.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec • New York

This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of ___________, 2022 (the “Execution Date”), by and among Northann Corp., a Nevada corporation (the “Company”), and each investor identified on Appendix A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).

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