0001104659-21-087543 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TechStackery, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

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WARRANT AGREEMENT
Warrant Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between TechStackery, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). |

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____], 2021, by and between TechStackery, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

TECHSTACKERY, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • New York

The undersigned, TechStackery, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among TechStackery, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, and together with the Sponsor and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

28th Floor New York, New York 10022
Advisory Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • New York

This letter confirms our agreement (this “Agreement”) whereby TechStackery, Inc., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-255595) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

TechStackery, Inc. Miami, FL 33135-3250
Underwriting Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TechStackery, Inc., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (Fi

TechStackery, Inc.
Administrative Services Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • New York

This letter agreement by and between TechStackery, Inc., a Delaware corporation (the “Company”) and ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-255595) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

STOCK TRANSFER AGREEMENT
Stock Transfer Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks • New York

This Stock Transfer Agreement (this “Agreement”) is entered into as of April 16, 2021 by and between ShiftPixy Investments, Inc. (the “Transferor”) and A.G.P./Alliance Global Partners (the “Transferee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2021 • TechStackery, Inc. • Blank checks

The undersigned hereby subscribes for 7,187,500 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.

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