Common use of Lock-Up Parties Clause in Contracts

Lock-Up Parties. How Kxx Xxxxxx Lxx Xxx Fan Axxxxx Xxxxxx Rxxxx Xxxxx Professor Dx. Xxxx Xxxx Vxxx Xxxx Aik Cxxx HKC Talent Limited SeokTin Khor Yxxx Xxxxx Hew Kxxx Xxxx Xxxx Cxxxx Xxx Sew Sing Yin Gan Wxx Xxxx Sew Hxxx Yx Xx Jxx Xxxxx Xxx Pek Cxxxx Xxxxx Yxx Foo Cxxxx (Sxxxx Xxx) SCHEDULE E Subsidiaries and Consolidated Affiliated Entities Subsidiaries Jurisdiction of Formation Agape ATP Corporation Malaysia Agape ATP International Holding Limited Hong Kong Agape Superior Living Sdn. Bhd. Malaysia DSY Wellness International Sdn Bhd. Malaysia Wellness ATP International Holdings Sdn, Bhd Malaysia Consolidated Affiliated Entity Jurisdiction of Formation Agape S.E.A. Sdn. Bhd. Malaysia EXHIBIT A Form of Lock-Up Agreement [●], 2023 Network 1 Financial Securities, Inc. The Galleria, 2 Xxxxxx Xxxxxx, Xxxxx 000 Red Bank, NJ 07701 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 Financial Securities, Inc. (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between AGAPE ATP CORPORATION, a Nevada corporation (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Lock-Up Parties. How Kxx Xxxxxx Lxx Xxx Fan Axxxxx Xxxxxx Rxxxx Xxxxx Professor Dx. Xxxx Xxxx Vxxx Xxxx Aik Cxxx HKC Talent Limited SeokTin Khor Yxxx Xxxxx Hew Kxxx Vxxx Xxxx Xxxx Cxxxx Xxx Sew Sing Yin Gan Wxx Xxxx Sew Hxxx Yx Xx Jxx Xxxxx Xxx Pek Cxxxx Xxxxx Yxx Foo Cxxxx (Sxxxx Xxx) HKC Holdings SDN BHD SCHEDULE E Subsidiaries and Consolidated Affiliated Entities Subsidiaries Jurisdiction of Formation Agape ATP Corporation Malaysia Agape ATP International Holding Limited Hong Kong Agape Superior Living Sdn. Bhd. Malaysia DSY Wellness International Sdn Bhd. Malaysia Wellness ATP International Holdings Sdn, Bhd Malaysia Consolidated Affiliated Entity Jurisdiction of Formation Agape S.E.A. Sdn. Bhd. Malaysia EXHIBIT A Form of Lock-Up Agreement [●], 2023 Network 1 Financial Securities, Inc. The Galleria, 2 Xxxxxx Xxxxxx, Xxxxx 000 Red Bank, NJ 07701 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 Financial Securities, Inc. (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between AGAPE ATP CORPORATION, a Nevada corporation (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Lock-Up Parties. How Kok Cxxxxx Xxxxx Bxxxxxxxxxx Xxx Kxx Xxxxxx Lxx Xxx Fan Axxxxx Xxxxxx Rxxxx Xxxxx Professor Dx. Xxxx Xxxx Vxxx Xxxx Aik Cxxx HKC Talent Limited SeokTin Khor Yxxx Xxxxx Hew Kxxx Xxxx Xxxx Cxxxx Xxx Sew Sing Yin Gan Wxx Xxxx Sew Hxxx Yx Xx Jxx Xxxxx Xxx Pek Cxxxx Xxxxx Yxx Foo Cxxxx (Fxx Xxxxx @ Sxxxx Xxx) Xxx SCHEDULE E Subsidiaries and Consolidated Affiliated Entities Subsidiaries Jurisdiction of Formation Agape ATP Corporation Malaysia Agape ATP International Holding Limited Hong Kong Agape Superior Living Sdn. Bhd. Malaysia DSY Wellness International Sdn Bhd. Malaysia Wellness ATP International Holdings Sdn, Bhd Malaysia Consolidated Affiliated Entity Jurisdiction of Formation Agape S.E.A. Sdn. Bhd. Malaysia EXHIBIT A Form of Lock-Up Agreement [●], 2023 Network 1 Financial Securities, Inc. The Galleria, 2 Xxxxxx EX Xxxxxx, Xxxxx 000 Red BankDivision of Benchmark Investments, NJ 07701 LLC 500 Xxxxxxx Xxxxxx, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 Financial SecuritiesEX Xxxxxx, Inc. division of Benchmark Investments, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between AGAPE ATP CORPORATION, a Nevada corporation (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Lock-Up Parties. How Kxx Xxxxxx Mxxx Xxxxxxxxxxx Xxx Xxxxxxxx Lxx Xxx Fan Axxxxx Xxxxxx Rxxxx Xxxxx Professor Dx. Xxxx Xxxx Vxxx Xxxx Aik Cxxx HKC Talent Limited SeokTin Khor Yxxx Xxxxx Hew Kxxx Xxxx Xxxx Cxxxx Xxx Sew Sing Yin Gan Wxx Xxxx Sew Hxxx Yx Xx Jxx Xxxxx Xxx Pek Cxxxx Xxxxx Yxx Foo Cxxxx (Fxx Xxxxx @ Sxxxx Xxx) Xxx SCHEDULE E Subsidiaries and Consolidated Affiliated Entities Subsidiaries Jurisdiction of Formation Agape ATP Corporation Malaysia Agape ATP International Holding Limited Hong Kong Agape Superior Living Sdn. Bhd. Malaysia DSY Wellness International Sdn Bhd. Malaysia Wellness ATP International Holdings Sdn, Bhd Malaysia Consolidated Affiliated Entity Jurisdiction of Formation Agape S.E.A. Sdn. Bhd. Malaysia EXHIBIT A Form of Lock-Up Agreement [●], 2023 Network 1 Financial Securities, Inc. The Galleria, 2 Xxxxxx EX Xxxxxx, Xxxxx 000 Red BankDivision of Benchmark Investments, NJ 07701 LLC 500 Xxxxxxx Xxxxxx, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 Financial SecuritiesEX Xxxxxx, Inc. division of Benchmark Investments, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between AGAPE ATP CORPORATION, a Nevada corporation (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to: