UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation • New York
The undersigned, Libera Gaming Operations, Inc., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative to the several underwriters (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation • New York
The undersigned, Libera Gaming Operations, Inc., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative to the several underwriters (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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,...Purchase Warrant Agreement • September 16th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[●] (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202[●] (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF COMMON SHARES IN THE OFFERING).
CONSULTING AND SERVICES AGREEMENT Dated as of March 13, 2022Consulting and Services Agreement • March 15th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation • Delaware
This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Libera Gaming Operations, Inc., a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
1st STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENTStock Acquisition Rights Allotment Agreement • March 15th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation
Heartcore Enterprises Inc. (the “Holder”) and Libera Gaming Operations, Inc. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) as of October 21, 2023 (the “Signing Date”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:
Libera Gaming Operations, Inc. Independent Director Agreement (Director Name: Mr. Ferdinand Groenewald) Dated as of _______, 2024Independent Director Agreement • June 26th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation
This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between Libera Gaming Operations, Inc., a Japanese corporation (“Company”), and Ferdinand Groenewald (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
1st STOCK ACQUISITION RIGHTS TRANSFER CONFIRMATION AGREEMENTStock Acquisition Rights Transfer Confirmation Agreement • June 26th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation
HeartCore Enterprises, Inc. (the “Assignor”), HeartCore Financial, Inc. (the “Holder”) and Libera Gaming Operations, Inc. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS TRANSFER CONFIRMATION AGREEMENT (this “Agreement”) as of June 19, 2024 (the “Signing Date”) concerning Stock Acquisition Rights allocated, by the Issuer to the Assignor as follows.
Amendment No. 1 to Consulting and Services Agreement Dated as of June 19, 2024Consulting and Services Agreement • June 26th, 2024 • Libera Gaming Operations, Inc • Services-miscellaneous amusement & recreation • Delaware
This Amendment No. 1 to Consulting and Services Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”), by and among Libera Gaming Operations, Inc., a Japanese Corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware Corporation (“Consultant 1”) and HeartCore Financial, Inc., a California Corporation (“Consultant 2”). Each of the Company and Consultant1 and Consultant 2 may be referred to herein individually as a “Party” and the Company and the Consultant 1 may be referred to the “Parties” and the Company and Consultant 1 and Consultant 2 may be referred to “All Parties”.
