Richtech Robotics Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC.
Common Stock Purchase Warrant • September 5th, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Richtech Robotics Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 5th, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2024, between Richtech Robotics Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC.
Pre-Funded Common Stock Purchase Warrant • September 5th, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Richtech Robotics Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined below). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC.
Placement Agent Common Stock Purchase Warrant • September 5th, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 29, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Richtech Robotics Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and Rodman & Renshaw LLC, dated as of August 29, 2024.

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • February 21st, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 15, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and RICHTECH ROBOTICS INC., a company incorporated under the laws of the State of Nevada (the “Company”).

RICHTECH ROBOTICS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 22nd, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • New York
Convertible Promissory Note
Convertible Note • April 23rd, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated February 15, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor.

Richtech Creative Displays LLC Employment Agreement
Employment Agreement • September 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

THIS AGREEMENT made as of the 1st day of July , 2016, between Richtech Creative Displays a Limited Liability Corporation under the laws of the Nevada and having its principal place of business at Las Vegas, NV (the “Employer”); and Zhenqiang Huang the “Employee”).

RICHTECH ROBOTICS INC. FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • New York

Richtech Robotics Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Ltd. (the “Representative” of several underwriters as disclosed in Schedule A attached hereto and the term Representative as used herein shall have the same meaning as underwriter, collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] Class B common stock, par value $0.00001 per share, of the Company (“Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional [●] shares of its Class B common stock, par value $0.00001 per share (the “Option Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Class B common stock granted to the Underwriters in Section 1 hereof. The Firm Shares and the Option Shares are hereinafter collectively referred to a

MASTER SERVICES AGREEMENT
Master Services Agreement • September 20th, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is dated as of September 27, 2022, (“Effective Date”), by and between Richtech Robotics Inc. (dba Richtech Robotics) (“Vendor”), with principal offices at 4175 CAMERON ST STE 1 LAS VEGAS NV 89103-3772, and [*****] with principal offices at [*****]

Employment Agreement
Employment Agreement • September 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

THIS AGREEMENT made, to take effect on the 15th day of Auguest , 2023, between Richtech Robotics Inc. a Corporation under the laws of the Nevada and having its principal place of business at Las Vegas, NV (the “Employer”); and Matt Casella the “Employee”).

FINDER’s FEE AGREEMENT
Finder's Fee Agreement • March 18th, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

This is a Confidential Finder’s Fee Agreement. No disclosure, copying, redistribution, and any form of dissemination are permitted without prior consent from Revere Securities LLC. Only the designated recipients and their legal advisors/representatives are permitted to access this Agreement.

INVENTION ASSIGNMENT AGREEMENT
Invention Assignment Agreement • September 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

WHEREAS, [ ], an individual (hereinafter “ASSIGNOR”) is the inventor of certain new and useful improvements for which United States design patent application number [ ] entitled [ ]for a Cleaning Robot, was filed on [ ] (hereinafter “the invention”);

MASTER PROFESSIONAL SERVICES AGREEMENT
Master Professional Services Agreement • September 20th, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

THIS MASTER PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is entered into and made effective as of September 26, 2022 (“Effective Date”), between [*****] Richtech Robotics Inc., a Nevada corporation (“Vendor”). [*****] and Vendor mutually agree as follows:

March 14, 2024 Richtech Robotics, Inc. Las Vegas, NV 89103
Securities Purchase Agreement • March 15th, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

Reference is made to that certain Securities Purchase Agreement dated February 15, 2024 (the “SPA”), by and between YA II PN, Ltd. (“Yorkville”) and Richtech Robotics, Inc. (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the SPA.

MASTER IT SERVICES AND PRODUCTS AGREEMENT
Master It Services and Products Agreement • September 20th, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

THIS MASTER IT SERVICES AND PRODUCTS AGREEMENT is entered into by and between [*****] [*****] Inc. (“[*****] and the provider identified below (“Provider”). [*****] and Provider are each referred to individually herein as a “Party” and, collectively, as the “Parties”.

Richtech Creative Displays LLC Employment Agreement
Employment Agreement • September 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

THIS AGREEMENT made as of the 06th day of July , 2020, between Richtech Creative Displays a Limited Liability Corporation under the laws of the Nevada and having its principal place of business at Las Vegas, NV (the “Employer”); and Phil Zheng the “Employee”).

STOCK PURCHASE RIGHTS AGREEMENT (Restricted stock AWARD)
Stock Purchase Rights Agreement • September 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • Nevada

This Stock Purchase Rights Agreement (the “Agreement”) is effective as of _______ ___, 2023 (the “Date of Grant”) by and between Richtech Robotics Inc., a Nevada corporation, with address at 4175 Cameron Street, Ste 1, Las Vegas, NV 89103 (“Company”) and ___________________ (the “Optionee” or “Grantee”). Unless otherwise defined herein, all capitalized terms not defined herein will have the same defined meanings as set forth in the Company’s Stock Option Plan (the “Plan”), a copy of which is attached as Exhibit A.

Richtech Robotics Inc. 4175 Cameron St Ste 1 Las Vegas, NV 89103
Financial Advisory Agreement • March 18th, 2024 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

The Company hereby retains Revere and Revere hereby agrees to provide general financial advisory to the Company, and Revere accepts such retention on the terms and conditions set forth below. In connection with providing general financial advisory services to the Company, the Company and Revere agree as follows:

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • September 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec

This Share Purchase Agreement (the “Agreement”), dated as of June [ ], 2023 (the “Agreement”), is entered into between Richtech Robotics Inc., a Nevada corporation (the “Company”) and [Insert Name of Purchaser(s)] (each a “Purchaser” and collectively the “Purchasers”).

STOCK OPTION AGREEMENT
Stock Option Agreement • September 1st, 2023 • Richtech Robotics Inc. • General industrial machinery & equipment, nec • Nevada

This Stock Option Agreement (the “Option Agreement”) is effective as of _______ ___, 2023 (the “Date of Grant”) by and between Richtech Robotics Inc., a Nevada corporation, with address at 4175 Cameron Street, Ste 1, Las Vegas, NV 89103 (”Company”) and ___________________ (the “Optionee”). Unless otherwise defined herein, all capitalized terms not defined herein will have the same defined meanings as set forth in the Company’s Stock Option Plan (the “Plan”), a copy of which is attached as Exhibit A.

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