SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2024 • Ispire Technology Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [__], 2024, between Ispire Technology 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2024 • Ispire Technology Inc. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [__], 2024, between Ispire Technology 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”).
ISPIRE TECHNOLOGY INC. 19700 Magellan Drive Los Angeles, CA 90502Ispire Technology Inc. • October 11th, 2023 • Cigarettes • Delaware
This letter shall constitute an agreement (“Agreement”) between you and the Company and contains all the terms and conditions relating to the services you are to provide.
Redactions of Exhibits A and B reflect information that is both not material and the type of information that the registrant treats as private or confidential, and would likely cause competitive harm if publicly disclosed. SUPPLY AGREEMENTSupply Agreement • January 31st, 2023 • Ispire Technology Inc. • Cigarettes • California
This supply agreement (“Agreement”) is entered into as of day of January, 2023 by and between Aspire North America LLC, a California limited liability company having its principal place of business at 19700 Magellan Drive, Los Angeles, CA 90502 (“Aspire”), and Shenzhen Yi Jia Technology Co., Limited, a Chinese company having its principal place of business at 14 Jian’an Road, Tangwei Fuyong Town, Bao’an District, Shenzhen, Guangdong Province, China (“Shenzhen Yi Jia”), with Aspire and Shenzhen Yi Jia collectively referred to as the “Parties” and each, individually, as a “Party.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 28th, 2024 • Ispire Technology Inc. • Cigarettes • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Ispire Technology Inc. (the “Company”) located at 19700 Magellan Drive, Los Angeles, California 90502, and Mr. Steven Paul Przybyla (“Executive”) (each a “Party” and collectively the “Parties”) effective as of the 25th day of June 2024 (“Effective Date”).
3,000,000 Shares Ispire Technology Inc. Shares of Common Stock of Par Value US$0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2023 • Ispire Technology Inc. • Cigarettes • New York
FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 18th, 2024 • Ispire Technology Inc. • Cigarettes • New York
UNDERWRITING AGREEMENTCommon Stock Purchase Warrant • April 6th, 2023 • Ispire Technology Inc. • Cigarettes • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2023 • Ispire Technology Inc. • Cigarettes • California
This EMPLOYMENT AGREEMENT (this “Agreement”), dated, and effective, as of January 31, 2023 (the “Effective Date”), is by and between Ispire Technology Inc., a Delaware corporation (the “Company”), and Michael Wang (“Executive”). Except where otherwise stated, capitalized terms used and not otherwise defined herein have the meanings given to them in Section 1 hereof.
CAPITAL CONTRIBUTION, SUBSCRIPTION, AND JOINT VENTURE AGREEMENT By and Among Chemular Inc., Touch Point Worldwide, Inc. d/b/a Berify, Aspire North America LLC, and IKE Tech LLC dated as of April 5, 2024And Joint Venture Agreement • May 14th, 2024 • Ispire Technology Inc. • Cigarettes • Delaware
This CAPITAL CONTRIBUTION, SUBSCRIPTION, AND JOINT VENTURE AGREEMENT, is made as of April 5, 2024, by and among Chemular Inc., a Michigan corporation (“Chemular”), Aspire North America LLC, a Delaware limited liability company and wholly owned subsidiary of Ispire Technology, Inc., a Delaware corporation (“Ispire”), Touch Point Worldwide, Inc. d/b/a Berify, a Delaware corporation (“Berify”), and Ike Tech LLC, a Delaware limited liability company (the “Company”, and together with Chemular, Ispire, and Berify, each a “Party” and collectively, the “Parties”).
INTELLECTUAL PROPERTY TRANSFER AGREEMENTIntellectual Property Transfer Agreement • October 11th, 2022 • Ispire Technology Inc. • Cigarettes
This Intellectual Property Transfer Agreement (“Agreement”), dated this 30th day of September, 2022 (“Effective Date”), is by and among Aspire Global Inc., a Cayman Islands exempted company (“Aspire”), Shenzhen Yi Jia, a company duly organized under the laws of China (“Shenzhen”), Tuanfang Liu (“Liu”), an individual resident of the People’s Republic of China and principal stockholder of Aspire and Shenzhen (Aspire, Shenzhen, and Liu shall be collectively referred to as “Transferors” and each, individually, as a “Transferor”), Aspire North America LLC, a California limited liability company (“Aspire NA”) and Ispire Technology Inc., a Delaware corporation (“Ispire”), Transferors, Aspire NA, Ispire each being referred to as a “party” and collectively as the “parties.”
ISPIRE TECHNOLOGY INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • July 17th, 2024 • Ispire Technology Inc. • Cigarettes • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 1st, 2024 • Ispire Technology Inc. • Cigarettes • New York
EMPLOYMENT AGREEMENTConsent and Waiver Agreement • February 16th, 2023 • Ispire Technology Inc. • Cigarettes • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated, and effective, as of December __, 2022 (the “Effective Date”), is by and between Ispire Technology Inc., a Delaware corporation (the “Company”), and Tuanfang Liu (“Executive”). Except where otherwise stated, capitalized terms used and not otherwise defined herein have the meanings given to them in Section 1 hereof.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • October 11th, 2022 • Ispire Technology Inc. • Cigarettes
This Intellectual Property License Agreement (“Agreement”), dated this 30th day of September, 2022 (“Effective Date”), is by and Aspire Global Inc., a Cayman Islands exempted company (“Aspire”), Shenzhen Yi Jia, a company duly organized under the laws of China (“Shenzhen”) and Tuanfang Liu (“Liu”), an individual resident citizen of the People’s Republic of China and principal stockholder of Aspire and Shenzhen (Aspire, Shenzhen and Liu shall be collectively referred to as “Licensors” and each individually as a “Licensor”), Aspire Science and Technology Limited, company duly organized under the laws of Hong Kong (“Licensee”) and Ispire Technology Inc., a Delaware corporation (“Ispire”), Licensors, Licensee and Ispire, each being referred to as a “party” and collectively as the “parties.”
Warrant No. ________ Void after 5:00 p.m. Eastern Time on April 5, 2034 (subject to Section 2 herein, the “Expiration Date”)Ispire Technology Inc. • May 14th, 2024 • Cigarettes • Delaware
This Warrant is issued to Touch Point Worldwide, Inc. d/b/a Berify (the “Holder”) by Ispire Technology Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Capital Contribution, Subscription, and Joint Venture Agreement dated as of April 5, 2024, by and among the Holder, the Company, Chemular Inc., a Michigan corporation (“Chemular”), and Aspire North America LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Agreement”).
Form of Underwriter’s WarrantCommon Stock Purchase Warrant • February 28th, 2023 • Ispire Technology Inc. • Cigarettes • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF one hundred and eighty (180) DAYS FOLLOWING THE date of commencement of the offering PURSUANT TO THE REGISTRATION STATEMENT NO. 333-269470 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN (i) an underwriter or a selected dealer in connection with the offering, or (ii) bona fide OFFICERS OR PARTNERS OF any such underwriter or selected dealer, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA (as defined below) CONDUCT RULE 5110(E)(1), AND (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PERMITTED B
Underwriter’s WarrantCommon Stock Purchase Warrant • April 6th, 2023 • Ispire Technology Inc. • Cigarettes • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE DATE OF COMMENCEMENT OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT NO. 333-269470 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) BONA FIDE OFFICERS OR PARTNERS OF ANY SUCH UNDERWRITER OR SELECTED DEALER, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA (AS DEFINED BELOW) CONDUCT RULE 5110(E)(1), AND (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PERMITTED B
SUBSCRIPTION AGREEMENT June 26, 2023Subscription Agreement • June 27th, 2023 • Ispire Technology Inc. • Cigarettes
Ispire Technology Inc. (“Ispire” or the “Company”) is offering to sell shares of its common stock, par value $0.0001 per share (the “Shares of Common Stock”) in a private placement conducted by the Company (the “Offering”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506(b) of the Securities Act and/or Regulation S of the Securities Act (“Regulation S”) for a purchase price of $7.1318 per Share of Common Stock (the “Purchase Price”). The Company is offering a maximum of 2,103,256 Shares of Common Stock in the Offering pursuant to this Subscription Agreement and other subscription agreements of like tenor, and the Company may, in its discretion, increase the size of the offering. There is no minimum number of Shares of Common Stock which must be sold in the Offering. As a result, it is possible that the Company will not sell any Shares of Common Stock other than the Shares of Common Stock being sold to the Subscriber and those Shares
