Becker & Poliakoff Sample Contracts

AGREEMENT
Asset Purchase Agreement • May 31st, 2002 • Inter Parfums Inc • Perfumes, cosmetics & other toilet preparations • New York
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FLAGFISH ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • Virgin Islands

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2024 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_____), the Company and Indemnitee do hereby covenant and agree as follows:

RECITALS
Settlement Agreement • November 3rd, 2000 • Vidkid Distribution Inc • Services-motion picture & video tape production • Florida
Form of Underwriting Agreement GENESIS UNICORN CAPITAL CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York

The undersigned, Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Representative”), and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only EF Hutton is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EF Hutton) as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2023 • CCSC Technology International Holdings LTD • Electric lighting & wiring equipment • New York

The undersigned, CCSC Technology International Holdings Limited, a holding company incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities, LLC (the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) as follows:

MANA CAPITAL ACQUISITION CORP. WARRANT AGREEMENT
Warrant Agreement • October 4th, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 22, 2021, is by and between Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
EXPECTATION ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • July 16th, 2024 • Expectation Acquisition Corp • Blank checks • Virgin Islands

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_____), the Company and Indemnitee do hereby covenant and agree as follows:

FLAGFISH ACQUISITION CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __th day of __________ 2024, by and among Flagfish Acquisition Corporation., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

FORM OF GIANT OAK ACQUISITION CORPORATION WARRANT AGREEMENT
Warrant Agreement • January 17th, 2023 • Giant Oak Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, 2023, is entered into by and between Giant Oak Acquisition Corporation, a British Virgin Islands company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).

GENESIS UNICORN CAPITAL CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • Delaware

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _________ xx, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-xxxxxx), the Company and Indemnitee do hereby covenant and agree as follows:

1 Exhibit 10.8 AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 2nd, 2000 • Viasource Communications Inc • Delaware
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
EXPECTATION ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnification & Liability • July 2nd, 2021 • Expectation Acquisition Corp • Blank checks • Virgin Islands

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_____), the Company and Indemnitee do hereby covenant and agree as follows:

ARTICLE I
Note Purchase Agreement • December 13th, 2007 • First Montauk Financial Corp • Security brokers, dealers & flotation companies • Illinois
FOREST ACQUISITION CORP FORM OF RIGHTS AGREEMENT
Rights Agreement • June 13th, 2022 • Forest Acquisition Corp. • New York

This Rights Agreement (this “Agreement”) is made as of ______, 2022 between Forest Acquisition Corp, a British Virgin Islands company with offices at 434 W. 33rd Street, Suite 700, New York, New York 10001 (the “Company”) and Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company with office at 150 Royall Street, Canton, MA 02021(collectively, the “Rights Agent”).

GOLDEN STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 1st day of May 1, 2023, by and between Golden Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 99 Hudson Street, 5th Floor, New York, NY, 10013 and G-Star Management Corporation, a British Virgin Islands company (the “Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN GREENVISION ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Investment Management Trust Agreement • November 21st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York

This Agreement is made as of November 18, 2019 by and between GreenVision Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

FLAG SHIP ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 22nd, 2024 • Flag Ship Acquisition Corp • Blank checks
RECITALS
Settlement Agreement • May 12th, 1999 • Realm Productions & Entertainment Inc • Florida
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GOLDEN PATH ACQUISITION CORPORATION FORM OF WARRANT AGREEMENT
Warrant Agreement • April 16th, 2021 • Golden Path Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2021, is by and between Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).

FLAGFISH ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
Private Placement Unit Subscription Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • New York

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ______, 2024, by and between Flagfish Acquisition Corporation, a British Virgin Islands exempted company (the “Company”), having its principal place of business at 600 Third Avenue, 2nd Floor, New York, New York 10016 and Whale Management Corporation, a British Virgin Islands company (the “Purchaser”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • July 18th, 2022 • Planet Green Holdings Corp. • Canned, frozen & preservd fruit, veg & food specialties • New York

This Share Exchange Agreement (this “Agreement”) is made and entered into as of July 15, 2022 by and among (i) Planet Green Holdings Corporation, a corporation incorporated in the State of Nevada (the “Parent”), (ii) Hubei Bulaisi Technology Co., Ltd. (the “Purchaser”), a limited liability company registered in the People’s Republic of China, (iii) Xianning Xiangtian Energy Holdings Group Co., Ltd., a limited liability company registered in the People’s Republic of China (the “Company”, Company and its subsidiaries are hereinafter referred as “Company”), (iv) Xiangtian (Shenzhen) Aerodynamic Electricity Ltd., the beneficiary shareholder of the Company (the “Seller”); and (v) Jian Zhou and Fei Wang, the registered shareholders of the Company (the “Registered Shareholders”). The Parent, the Purchaser, the Company, the Seller and the Registered Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise d

ARTICLE I PREMISES
Commercial Office Lease • April 24th, 1998 • Ultimate Software Group Inc • Services-prepackaged software
SUBSCRIPTION AGREEMENT
Subscription Agreement • August 15th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 26, 2023 by Liquor Alliance Holdings Limited (“Sellers”), and Yuhan Zhao serving as director, officer, manager or employee of the Company (as defined below) or any of its Subsidiaries (“Managers” and, together with Sellers, the “Subject Parties”), in favor of and for the benefit of Mingzhu Logistics Holdings Limited, a corporation incorporated in the Cayman Islands (“Purchaser”), Liquor Alliance Investment (BVI) Limited, a limited liability incorporated in the British Virgin Islands (the “Company”), and each of Purchaser’s, and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement.

BY AND AMONG
Stock Purchase Agreement • March 31st, 1998 • Trans World Gaming Corp • Retail-auto dealers & gasoline stations • England
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 29th, 2011 • NXT Nutritionals Holdings, Inc. • Sugar & confectionery products

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the “Purchase Agreement”).

LOCK-UP AGREEMENT
Lock-Up Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York

THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of May 26, 2023 by and among (i) Mingzhu Logistic Holdings Limited, a Cayman Islands exempted corporation (including any successor entity thereto, the “Company”), and (ii) each of the persons listed on the signature page hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.

RECITALS
Asset Purchase Agreement • July 14th, 2008 • First Montauk Financial Corp • Security brokers, dealers & flotation companies • Illinois
PURCHASE AGREEMENT
Share Purchase Agreement • June 10th, 2019 • iFresh Inc • Retail-grocery stores • New York

This Share Purchase Agreement (this “Agreement”) is made and entered into as of June 7, 2019 by and among (i) Go Fresh 365 Inc. a Florida corporation (the “Purchaser”), (ii) NYM Holding, Inc., a Delaware corporation (the “Company”) and (iii) iFresh, Inc. (the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

ESCROW AGREEMENT
Escrow Agreement • January 24th, 2024 • CCSC Technology International Holdings LTD • Electric lighting & wiring equipment • New York

This Escrow Agreement dated as of this 22nd day of January, 2024 (the “Escrow Agreement”), is entered into by and among CCSC Technology Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company” or “CCSC”) having an address of 1301-03, 13/f Shatin Galleria, 18-24 Shan Mei Street, Fotan, Shatin, Hong Kong 00852-26870272, Revere Securities, LLC (the “Representative”) and together with the Company, and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”), each a “Party” and collectively, the “Parties”).

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