UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2023 • Zerospo • Services-health services • New York
The undersigned, ZEROSPO, a Cayman Islands corporation (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, if any, named on Schedule 1 hereto for which the Representative is acting as representative (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,...Zerospo • September 8th, 2023 • Services-health services • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2028 (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).
ZEROSPO Warrant To Purchase Common SharesZerospo • September 8th, 2023 • Services-health services • New York
ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company common shares, par value $0.001 (“Common Shares”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), _____ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Shares (the “Warrant Shares”).
Termination Agreement Dated as of July 26, 2023Termination Agreement • September 8th, 2023 • Zerospo • Services-health services • New York
This Termination 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 Shuhei Komatsu (the “Investor”). The Company and Investor may collective be referred to as the “Parties” and each individually as a “Party”.
Note Exchange Agreement By and Among HeartCore Enterprises, Inc. And ZEROSPONote Exchange Agreement • September 8th, 2023 • Zerospo • Services-health services • Delaware
This Note Exchange 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 (“Holder”). The Company and the Holder may be collectively referred to herein as the “Parties” and each individually as a “Party”.
