Armlogi Holding Corp. Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 25th, 2023 • Armlogi Holding Corp. • Public warehousing & storage • Nevada
This Indemnification Agreement (this “Agreement”) is entered into as of [9/22/2023] by and between Armlogi Holding Corp., a Nevada company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
Standard Contracts
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 15th, 2024 • Armlogi Holding Corp. • Public warehousing & storage
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, EF Hutton LLC 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 May 15, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the commencement of sales of Common Stock in the public offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from ARMLOGI HOLDING CORP., a Nevada corporation (the “Company”), up to 80,000 shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
ARMLOGI HOLDING CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2024 • Armlogi Holding Corp. • Public warehousing & storage • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 15th, 2025 • Armlogi Holding Corp. • Public warehousing & storage • Nevada
This Indemnification Agreement (this “Agreement”) is entered into as of January 13, 2025 by and between Armlogi Holding Corp., a Nevada company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
ARMLOGI HOLDING CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2024 • Armlogi Holding Corp. • Public warehousing & storage • New York
Convertible Promissory NoteConvertible Note • November 26th, 2024 • Armlogi Holding Corp. • Public warehousing & storage
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated November 25, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • November 26th, 2024 • Armlogi Holding Corp. • Public warehousing & storage
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 25, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ARMLOGI HOLDING CORP., a company incorporated under the laws of the State of Nevada (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
OMNIBUS AMENDMENTOmnibus Amendment • February 21st, 2025 • Armlogi Holding Corp. • Public warehousing & storage
This Omnibus Amendment (this “Amendment”) is entered into as of February 18, 2025 by and between ARMLOGI HOLDING CORP., a Nevada corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Lender”) (together the “Parties” and each a “Party”), with reference to (1) that certain Standby Equity Purchase Agreement, dated as of November 25, 2024, by and between the Lender and the Company (the “SEPA”), and (2) that certain Registration Rights Agreement, dated November 25, 2024, by and between the Company and the Lender (the “RRA”). Collectively, the SEPA, the RRA and all other instruments, agreements or other items executed or delivered in connection with either of the foregoing are referred to as the “Financing Documents.” Undefined terms herein have the same definitions set forth in the SEPA.
EMPLOYEE AGREEMENTEmployee Agreement • September 25th, 2023 • Armlogi Holding Corp. • Public warehousing & storage • California
THIS EMPLOYEE AGREEMENT made as of August 01, 2023, by and between Armstrong Logistic Inc., a California corporation (the “Company”), whose principal place of business is at 20301 E Walnut Dr. N, Walnut CA 91789; and Zhiliang Zhou (“Employee”).
Convertible Promissory NoteConvertible Note • December 20th, 2024 • Armlogi Holding Corp. • Public warehousing & storage
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated as of November 25, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2024 • Armlogi Holding Corp. • Public warehousing & storage
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 25, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ARMLOGI HOLDING CORP., a company incorporated under the laws of the state of Nevada (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • November 26th, 2024 • Armlogi Holding Corp. • Public warehousing & storage • New York
This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of November 25, 2024, by Armstrong Logistic Inc., a California corporation (“Armstrong Logistic”), Armlogi Truck Dispatching LLC, a California corporation (“Truck Dispatching”), Andtech Trucking LLC a California corporation (“Andtech Trucking”), Amlogi Trucking LLC, a California corporation (“Amlogi Trucking”), Armlogi Group LLC, a California corporation (“Armlogi Group”), Andtech Customs Broker LLC, a California corporation (“Andtech Customs Broker” and collectively with Armstrong Logistic, Truck Dispatching, Andtech Trucking, Amlogi Trucking, Armlogi Group, and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of ARMLOGI HOLDING CORP., a company organized under the laws of the State of Nevada (the “Debtor”) owed to the Creditor.
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2023 • Armlogi Holding Corp. • Public warehousing & storage
This Employment Agreement (the “Agreement”) is made and entered into by and between Armstrong Logistic Inc., a California corporation (the “Employer”), and AIDY CHOU (the “Employee”), effective as of January 1st 2022 (the “Effective Date”).
EMPLOYEE AGREEMENTEmployee Agreement • January 15th, 2025 • Armlogi Holding Corp. • Public warehousing & storage • California
THIS EMPLOYEE AGREEMENT made as of January 13, 2025, by and between Armlogi Holding Corp., a Neveda corporation (the “Company”), whose principal place of business is at 20301 E Walnut Dr. N, Walnut CA 91789; and Sheng-Kai Hsu (”Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2023 • Armlogi Holding Corp. • Public warehousing & storage
This Employment Agreement (the “Agreement”) is made and entered into by and between Armstrong Logistic Inc., a California corporation (the “Employer”), and Tong Wu (the “Employee”), effective as of January 1st 2022 (the “Effective Date”).
