Schedule-13d Sample Contracts
WARRANT INDENTURE [See attached]Warrant Indenture • February 4th, 2025 • Condire Management, LP • Gold and silver ores • Ontario
AND WHEREAS the Corporation proposes to issue and sell up to 13,426,589 units of the Corporation (each a "Unit"), at a price of US$1.80 per Unit, on a non-brokered private placement basis (the "Offering");
ContractWarrant Agreement • March 24th, 2025 • BoltRock Holdings LLC • Chemicals & allied products
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
EXHIBIT ASchedule 13d • July 17th, 2008 • Harbinger Capital Partners Master Fund I, Ltd. • Metal mining
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13GJoint Filing Agreement • May 16th, 2025 • EcoR1 Capital, LLC • Biological products, (no disgnostic substances)
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint EcoR1 Capital, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exe
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • February 14th, 2025 • Dai Jianbiao • Services-prepackaged software • New York
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this 20th day of September 2023, among (i) NETCLASS TECHNOLOGY INC (the "Company"), a Cayman Islands limited liability company, and (ii) the purchaser identified on the signature pages to this Agreement (the “Purchaser”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSOR HOLDCOPrivate Unit Subscription Agreement • June 4th, 2025 • Tan Kah Wei • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2025 • NIO Capital II LLC • Services-business services, nec
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of March 17, 2025 by and between Uxin Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), and FAME DRAGON GLOBAL LIMITED, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Investor”).
VOTING AGREEMENTVoting Agreement • May 9th, 2025 • Ayers J. Jonathan • State commercial banks • Tennessee
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2025, by and among FB Financial Corporation (“Buyer”), a Tennessee corporation, Southern States Bancshares, Inc. (“Seller”), an Alabama corporation, and the undersigned Shareholder (the “Shareholder”) of Buyer in the Shareholder’s capacity as a Shareholder of Buyer, and not in his or her capacity as a director, officer, or director and officer, as applicable, of Buyer.
PURCHASE AGREEMENTPurchase Agreement • May 6th, 2025 • Affinity Partners GP LP • Services-computer processing & data preparation
This PURCHASE AGREEMENT (this “Purchase Agreement”) is entered into on March 17, 2025, by and between QXO, Inc., a Delaware corporation (the “Company”), and the undersigned investors (the “Investor”).
OPTION AGREEMENTOption Agreement • April 2nd, 2025 • David Capital Partners, LLC • Fire, marine & casualty insurance • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of March 31, 2025 (the “Effective Date”), is entered into by and between Stilwell Value LLC (“Seller”), on the one hand, and David Capital Partners Fund, LP and David Capital Partners Special Situation Fund, LP, on the other hand (each, a “Buyer” and, collectively, the “Buyers”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • January 24th, 2025 • Hercules Capital Management VII Corp • Blank checks
Form of Lock-Up AgreementLock-Up Agreement • December 30th, 2024 • Lo Sin Ying Stella • Services-advertising agencies
This Lock-Up Agreement (this “Agreement”) is being delivered to WallachBeth Capital, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between QMMM Holdings Limited, a Cayman Islands holding company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company.
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • August 18th, 2025 • Yucaipa American Alliance Fund Ii Lp • Hotels & motels • Delaware
ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 15, 2025, by and between Soho House & Co Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company listed on Schedule 1 attached hereto as holding the “Owned Shares” and “Rollover Shares” listed thereon (each, a “Reinvestment Stockholder” and collectively, the “Reinvestment Stockholders”).
NONDISCLOSURE CONFIDENTIALITY AGREEMENTNondisclosure Confidentiality Agreement • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores
Erik B. Nordstrom and Peter E. Nordstrom (together with the other non-Company signatories hereto, “you”) have requested of the Special Committee of the Board of Directors (the “Special Committee”) of Nordstrom, Inc. (the “Company”) that you be permitted to obtain and share certain non-public information in connection with your consideration of a possible negotiated transaction between the Company, on the one hand, and one or more of you or your controlled affiliates, on the other hand (the “Possible Transaction”), subject to and effective upon the execution and delivery of this nondisclosure confidentiality agreement (this “Agreement”). The Company is willing to furnish Proprietary Information (as defined below) to you, and permit you to share Proprietary Information with certain persons, on the terms and subject to the conditions of this Agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 10th, 2025 • Jiang Jinghai • Finance services
THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of January 7, 2025_, is entered into between Zhu Guangchao (the "Seller") and Jinghai Jiang (the "Buyer").
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 22nd, 2025 • Saint Thomas Commercial S.A. • Pharmaceutical preparations • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 9th, 2025 • Ulife Media & Production International LTD • Services-educational services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement’’) is made on the 26th day of February 2025, by and between BTC KZ (the” Seller”), with its principal office of business at Kazakhstan, Almaty city, Bostandyk district, Abish Kekilbayuly Street, 34, 3-05, zip code 050060，and Model Queen Limited ( “Buyer”), with its principal place of business at RM D 10/F TOWER A BILLION CTR 1 WANG KWONG RD KOWLOON BAY，and Color Star Technology Co., Ltd. (“ADD”), a Cayman Islands exempted company with offices located at 7 World Trade Center, Suite 4621, New York, NY 10007. (each a “Party” and collectively the “Parties”).
LOCK-UP AGREEMENTLock-Up Agreement • February 20th, 2025 • Epicsoft Ventures LTD • Services-prepackaged software
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger (as may be amended, restated or supplemented from time to time, the “Merger Agreement”) dated October 18, 2023, entered into by and among GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), RF Acquisition Corp., a Delaware corporation (“SPAC”), and Grand Centrex Limited, a British Virgin Islands business company (the “Company”), pursuant to which, among other things, Merger Sub 1 (as defined therein) will merge with and into the Company (the “Initial Merger”), with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo, and Merger Sub 2 (as defined therein) will merge with and into SPAC (the “SPAC Merger” and together with the Initial Merger, the “Mergers”), with SPAC being the surviving entity and becoming a wholly owned subsidiary of PubCo. Capitalized terms used but not otherwise defined herei
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • January 24th, 2025 • Hercules Capital Management VII Corp • Blank checks
This Securities Transfer Agreement is dated as of November 8, 2024 (this “Transfer”), by and among Hercules Capital Management VII Corp, a British Virgin Islands company (the “Seller”), Columbus Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
GENERAL ENTERPRISE VENTURES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2025 • BoltRock Holdings LLC • Chemicals & allied products • Wyoming
In consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:
Lock-Up AgreementLock-Up Agreement • May 19th, 2025 • Inscobee Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT December 20, 2024Registration Rights Agreement • December 23rd, 2024 • Canada Growth Fund Inc. • Miscellaneous metal ores
WHEREAS pursuant to the terms of a subscription agreement (the “Subscription Agreement”) dated the 16th day of December, 2024 between the Corporation and the Investor, the Corporation agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Corporation, an aggregate of 19,841,269 Common Shares (as defined below) and warrants to purchase 19,841,269 Common Shares on the terms and subject to the conditions set forth in the Subscription Agreement;
AGREEMENTSchedule 13d • June 25th, 2013 • Marcato Capital Management LLC • Retail-eating places
The undersigned agree that this Schedule 13D, relating to the Common Stock, par value $0.01 per share of DineEquity, Inc. shall be jointly filed on behalf of the undersigned.
Lock-Up AgreementLock-Up Agreement • August 20th, 2025 • Saito Satoshi • Services-management consulting services
EL PUERTO DE LIVERPOOL, S.A.B. DE C.V.Equity Financing Commitment • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Norse Holdings, Inc., a Delaware corporation (“Parent”), Navy Acquisition Co. Inc., a Washington corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Nordstrom, Inc., a Washington corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”). Capitalized terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. This letter is being delivered by El Puerto de Liverpool, S.A.B. de C.V. (the “Investor”) to Parent in connection with the execution of the Merger Agreement.
NEWS CORPORATION (a Delaware corporation) 14,071,293 Shares CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2025 • MFT SH Family Trust • Newspapers: publishing or publishing & printing • New York
SHAREHOLDER NOMINATION AND VOTING AGREEMENTShareholder Agreement • April 28th, 2025 • Becaril S.A. • Pharmaceutical preparations • New York
WHEREAS, on November 29, 2024, the Company (as defined below) initiated a private offering of Ordinary Shares to accredited investors, as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in a transaction or series of transactions, exempt from registration under the Securities Act, which is being effectuated as of the Effective Date (the “Company Equity Offering”);
PROMISSORY NOTE DUE FEBRUARY 20, 2025Promissory Note • January 21st, 2025 • Bess Lane • Semiconductors & related devices
This promissory note agreement (the “Agreement”) is entered into as of this 2nd day of January 2025, by and between Bess Ventures and Advisory, LLC (the “Lender”), with an address at 1928 Sunset Harbour Drive, Miami Beach, FL 33139 and Burtech LP LLC (“Borrower”) with notice address at 5601 Arbor Lane, Coral Gables, FL 33156, each, a “Party”, and collectively the “Parties”.
Joint Filing AgreementJoint Filing Agreement • April 15th, 2025 • Soleus Capital Master Fund, L.P. • Pharmaceutical preparations
Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company, Soleus Capital Management, L.P., a Delaware limited partnership, Soleus GP, LLC, a Delaware limited liability company, and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13D to which this Joint Filing Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
LOCK-UP AGREEMENTLock-Up Agreement • March 7th, 2025 • Sentient Global Resources Fund Iii, Lp • Mining & quarrying of nonmetallic minerals (no fuels)
The undersigned, a securityholder and/or director and/or officer of Brazil Potash Corp., a corporation existing under the laws of the Province of Ontario, Canada (the “Company”), understands that the Company proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. and Banco Bradesco BBI S.A., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to the proposed initial public offering (the “Offering”) of the Company’s common shares, no par value per share (“Common Shares”). The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this lock-up agreement in conducting the Offering and, at a subsequent date, in entering into the Underwriting Agreement and other underwriting arrangements with the Company with respect to the Offering.
INvestor RIGHTS AGREEMENTInvestor Rights Agreement • February 14th, 2025 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2025, by and between Arrowhead Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Sarepta Therapeutics Investments, Inc., a Delaware corporation (the “Purchaser”).
Purchase and Sale AgreementPurchase and Sale Agreement • April 7th, 2025 • Ustx, LLC • Crude petroleum & natural gas • Texas
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 10th day of January, 2025 (the “Execution Date”), by and among BOAZ ENERGY II, LLC, a Delaware limited liability company (“Boaz Energy”), BOAZ ENERGY II ROYALTY, LLC, a Delaware limited liability company (“Boaz Royalty”, and together with Boaz Energy, collectively, “Seller”) and T2S PERMIAN ACQUISITION II LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • April 2nd, 2025 • NIO Capital II LLC • Services-business services, nec • Hong Kong
WHEREAS, the Company desires to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, certain number of Class A Ordinary Shares (the “Subscription Securities”), pursuant to the terms and conditions set forth in this Agreement; and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2025 • Wu Lichun • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●] (the “Effective Date”) by and between Chijet Motor Company, Inc., a Cayman Islands company (the “Company”) and the purchasers identified on the signature pages hereto (a “Purchaser” or collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among NORSE HOLDINGS, INC., NAVY ACQUISITION CO. INC. and NORDSTROM, INC. Dated as of December 22, 2024Agreement and Plan of Merger • December 23rd, 2024 • Nordstrom Erik B • Retail-family clothing stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2024 (this “Agreement”), is made by and among Norse Holdings, Inc., a Delaware corporation (“Parent”), Navy Acquisition Co. Inc., a Washington corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub”), and Nordstrom, Inc., a Washington corporation (the “Company”).