Executive Employment Agreement [Tadao Ukaji] Dated as of May 23, 2023Executive Employment Agreement • June 13th, 2023 • Zerospo • Services-health services • New York
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and Tadao Ukaji (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
Consulting and Services Agreement Dated as of March 31, 2022Consulting and Services Agreement • June 13th, 2023 • Zerospo • Services-health services • 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 Moveaction Co., Ltd., 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.” The Parties acknowledge that they have previously executed a draft version of an agreement substantially similar to this Agreement, on March 23, 2022, but such execution was in error and is hereby deemed null and void and of no force or effect.
COMMON SHARE PURCHASE WARRANT ZEROSPOSecurity Agreement • June 13th, 2023 • Zerospo • Services-health services
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shuhei Komatsu. or any registered assigns (the “Holder”) is entitled, upon the terms and subject tothe limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on May 19 , 2028,1 subject to the provisions of Section 2 below (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”), up to 100,000 common shares (the “Warrant Shares”). The purchase price of one common share under this Warrant shall be $1.00.
Note Purchase Agreement By and Among HeartCore Enterprises, Inc. And ZEROSPONote Purchase Agreement • June 13th, 2023 • Zerospo • Services-health services • Delaware
This Note Purchase Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and each individually as a “Party”.
Warrant Exchange Agreement Dated as of July 19, 2022Warrant Exchange Agreement • June 13th, 2023 • Zerospo • Services-health services • Delaware
This Warrant Exchange Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between (i) ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”); (ii) Move Action Co., Ltd., a Japanese corporation and a wholly owned subsidiary of the Company (“Move Action”); and (iii) HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company, ZEROSPO and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
Future Receivables Transfer AgreementFuture Receivables Transfer Agreement • June 13th, 2023 • Zerospo • Services-health services
This agreement is made on June 5, 2023, between Move Action Co., Ltd. (hereinafter referred to as “Party A”) and Shinryo Co., Ltd. (hereinafter referred to as “Party B”), based on a separate Loan Agreement entered into on June 5, 2023.
Loan AgreementLoan Agreement • June 13th, 2023 • Zerospo • Services-health services
This Loan Agreement (hereinafter referred to as “the Agreement”) is entered into between Shinryo Co., Ltd. (hereinafter referred to as “Party A”) and Move Action Co., Ltd. (hereinafter referred to as “Party B”).
SHARE PURCHASE WARRANT ZEROSPOSecurity Agreement • June 13th, 2023 • Zerospo • Services-health services
THIS SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Heartcore Enterprises, Inc., a Delaware corporation, or its registered 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 IPO Date (as defined below) and on or prior to the close of business on the tenth anniversary of the IPO Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”), the number of ordinary shares of the Company, having a nominal or par value of US$0.001 each (the “Company Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Company Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
