0001213900-24-084719 Sample Contracts

FOXX DEVELOPMENT INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2023, by and between Foxx Development Inc., a Texas corporation (the “Company”), and New Bay Capital Limited, a Hong Kong registered entity (the “Investor”).

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FOXX DEVELOPMENT HOLDINGS INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 26, 2024 by and between Foxx Development Holdings Inc. (the “Company”), a company incorporated in the state of Delaware, and Gregory Foley, an individual (the “Executive”).

LOCK-UP AGREEMENT
Lock-Up Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment • Delaware

This Lock-Up Agreement (this “Agreement”) is dated as of September 26, 2024, by and between the shareholder set forth on the signature page to this Agreement (the “Holder”) and Foxx Development Holdings Inc. (f.k.a. Acri Capital Merger Sub I Inc.), a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).

WARRANT ASSUMPTION AGREEMENT
Warrant Assumption Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment • New York

THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 25, 2024, by among Acri Capital Acquisition Corporation, a Delaware corporation (“Company”), Acri Capital Merger Sub I Inc. a Delaware corporation and wholly-owned subsidiary of the Company (“PubCo”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Warrant Agreement (as defined below).

Amendment to Convertible Note Agreement
Convertible Note Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment

This Amendment to the Convertible Note Agreement (this “Amendment”) is made and entered into as of March 15, 2024, by and between Foxx Development Inc., a Texas corporation (the “Company”) and New Bay Capital Limited, a Hong Kong registered entity (the “Holder”).

Form of Indemnification Agreement
Form of Indemnification Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment

This Indemnification Agreement (this “Agreement”) is entered into as of September 26, 2024 (the “Effective Date”) by and between Foxx Development Holdings Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).

FOXX DEVELOPMENT HOLDINGS INC. Employee Proprietary Information AND INVENTION ASSIGNMENT Agreement
And Invention Assignment Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment • Texas

As a condition of my employment with Foxx Development Holdings Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”) and in consideration of my receipt of confidential information and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following terms and conditions of this Employee Proprietary Information and Invention Assignment Agreement (the “Agreement”) which shall become effective on the earlier of (i) the date this Agreement is signed, or (ii) the date an employment agreement and non-disclosure agreement is entered into with Foxx Development Holdings Inc. (the “Effective Date”):

SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment • New York

This SECURITIES ESCROW AGREEMENT (this “Agreement”) made as of the 26th day of September, 2024, by and among Foxx Development Holdings Inc. (the “Company”) whose address is 15375 Barranca Parkway C106, Irvine, CA 92618, Royal Palms Professional Building 9053 Estate Thomas, STE.101, St. Thomas, U.S.Virgin Islands, 0802 (the “Shareholder Representative”) whose address is 15375 Barranca Parkway C106, Irvine, CA 92618 and VStock Transfer, LLC (the “Escrow Agent”) whose address is 18 Lafayette Place, Woodmere, NY 11598.

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