SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2022 • SOS LTD • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2022, between SOS Limited., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES SOS LIMITED.SOS LTD • April 1st, 2021 • Finance services
THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its 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 April [__], 2021 and on or prior to 5:00 p.m. (New York City time) on April [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Limited., a Cayman Islands company (the “Company”), up to _____________American Depositary Shares (each, an “ADS” and, collectively, the “ADSs”), each ADS representing ten Class A Ordinary Shares par value US$0.0001 per share of the Company (“Ordinary Shares”). The purchase price of one ADS shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2021 • SOS LTD • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February [ ], 2021, between SOS Limited., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2024 • SOS LTD • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2024, between SOS Limited., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DEPOSIT AGREEMENT by and among CHINA RAPID FINANCE LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of , 2017Deposit Agreement • April 14th, 2017 • China Rapid Finance LTD • Finance services • New York
DEPOSIT AGREEMENT , dated as of , 2017 by and among (i) CHINA RAPID FINANCE LIMITED, an exempted company registered in the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2021 • SOS LTD • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [ ], 2021, between SOS Limited., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Mr. Yandai Wang SOS Limited Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street West Coast New District, Qingdao City, Shandong Province 266400 People’s Republic of ChinaSOS LTD • April 4th, 2022 • Finance services • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SOS Limited, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of Class A ordinary shares of the Company, par value $0.0001 per share (the “Shares” or the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including but not limited to
FORM OF CLASS A ORDINARY SHARES PURCHASE WARRANT SOS LIMITEDSOS LTD • October 2nd, 2023 • Finance services
THIS CLASS A ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 Issuance Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Limited, a Cayman Islands exempted company (the “Company”), up to _____ Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one Class A ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase one Ordinary Share, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”)
EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2020 • SOS LTD • Finance services • New York
This EMPLOYMENT AGREEMENT (the “Agreement” or “Amendment”), is entered into as of September 15, 2020 (the “Effective Date”), by and between SOS Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Li Sing Leung, an individual (the “Chief Financial Officer” or “CFO”). Except with respect to the direct employment of the CFO by the Company, the term “Company” as used herein with respect to all obligations of the CFO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2024 • SOS LTD • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2024, between SOS Limited., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 8th, 2022 • SOS LTD • Finance services • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of November 2, 2022 by and among (i) S International Holdings Limited, a Cayman Islands exempt company (the “Purchaser”), (ii) S International Group Limited, a British Virgin Islands company (the “Company”), and (iii) SOS Limited, a Cayman Islands exempt company (“SOS” or the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
SUBJECT TO LEGAL REVIEW AND COMMITMENT COMMITTEE APPROVALSOS LTD • December 28th, 2020 • Finance services • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”) the “Lead Manager”) and SOS Limited (the “Company”), that Maxim shall serve as (i) sole lead/exclusive placement agent for the Company, on a “reasonable best efforts” basis (“Direct Placement”) or (ii) sole lead book running manager for the Company, on a firm commitment basis (“Underwritten Placement”) and collectively with a Direct Placement (a “Placement”), in connection with the proposed offering of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company, the Lead Manager and, if a Direct Placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Lead Manager would have the power or authority to bind the Company or any Purchaser or an obligation for the Comp
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 31st, 2017 • China Rapid Finance LTD • Finance services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 20 , by and between China Rapid Finance Limited, an exempted Cayman Islands company (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).
10,000,000 American Depository Shares CHINA RAPID FINANCE LIMITED Each Representing One Class A Ordinary Share, Par Value US$0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2017 • China Rapid Finance LTD • Finance services • New York
WARRANT TO PURCHASE CLASS A ORDINARY SHARES OF CHINA RAPID FINANCE LIMITEDChina Rapid Finance LTD • November 13th, 2019 • Finance services • New York
THIS CERTIFIES THAT, for value received, and subject to the provisions hereinafter set forth, Hongkong Outjoy Education Technology Co., Ltd., a limited liability company registered in Hong Kong, or its registered assigns (the “Holder”), is entitled to purchase from China Rapid Finance Limited, a Cayman Islands exempted company with limited liability (the “Company”), at the times set forth in this warrant (this “Warrant”), up to 66,402,480 (the “Maximum Amount”) duly authorized, validly issued, fully paid and nonassessable Class A ordinary shares, par value $0.0001 per share, of the Company (the “Shares”) at the Exercise Price (defined below).
FORM OF ADVISORY AND INCENTIVE SHARE AGREEMENTObligations Agreement • March 31st, 2017 • China Rapid Finance LTD • Finance services • New York
WHEREAS, the Company is operating pursuant to the terms and conditions of a certain Amended and Restated Memorandum and Articles of Association dated as of November 18, 2015, as the same may be further amended from time to time (the “Articles”).
VIA ELECTRONIC DELIVERY Mr. Yandai Wang CEO SOS Limited Room 8888, Jiudingfeng Building, 888 Changbaishan Road, Qingdao Area, China (Shandong) Pilot Free Trade Zone Dear Mr. Wang:SOS LTD • March 3rd, 2021 • Finance services • New York
We are pleased that SOS Limited (collectively, with its subsidiaries the “Company”) has decided to retain Maxim Group LLC (the “Financial Advisor”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm the Financial Advisor’s acceptance of such retention and set forth below are the terms of our engagement.
LOCK-UP AGREEMENTLock-Up Agreement • April 4th, 2022 • SOS LTD • Finance services • New York
The undersigned, a holder of securities of SOS Limited, a Cayman Islands company. (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the placement agency agreement (the “Placement Agency Agreement”) entered into among the Placement Agent and the Company, providing for the placement (the “Placement”) of American Depositary Shares representing Class A Ordinary Shares of the Company (the “Shares” or the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
COOPERATION AGREEMENT Between China Rapid Finance Limited and Hongkong Outjoy Education Technology Co., Ltd.Cooperation Agreement • November 13th, 2019 • China Rapid Finance LTD • Finance services • New York
This COOPERATION AGREEMENT (this “Agreement”), entered into on the 17th day of June, 2019 (the “Effective Date”), by and between China Rapid Finance Limited, a Cayman Islands exempted company with limited liability (NYSE: XRF, hereinafter referred to as "XRF"), and Hongkong Outjoy Education Technology Co., Ltd., a limited liability company registered in Hong Kong (hereinafter referred to as "OET"), regarding the proposed business cooperation between XRF and OET. XRF and OET are referred to collectively as the “Parties”.
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement and General Mutual Release • December 30th, 2022 • SOS LTD • Finance services • New York
This Settlement Agreement and General Mutual Release (the “Settlement Agreement”) is dated and effective as of the Effective Date (defined below in Paragraph 17), and made between SOS Information Technology New York, Inc. (“SOS”) on the one hand, and Thor Miner, Inc. (“Thor Miner”), Singularity Future Technology Ltd. (“Singularity,” and, together with Thor Miner, referred to as the “Corporate Defendants”), Lei Cao, Yang Jie, John F. Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly referred to as the “Individual Defendants”) (collectively, the Individual Defendants and the Corporate Defendants are the “Defendants”) on the other hand. SOS and Defendants are referred to herein as the “Parties” and in the singular as a “Party.”
CHINA RAPID FINANCE LIMITED SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • November 13th, 2019 • China Rapid Finance LTD • Finance services • New York
In connection with the proposed investment by Hongkong Outjoy Education Technology Co., Ltd., a limited liability company registered in Hong Kong, and/or its designated investment entities (together known as "OET"), in China Rapid Finance Limited, a Cayman Islands exempted company with limited liability (the “Company”) (such transaction, the “Transaction”), pursuant to the terms of the Cooperation Agreement, dated on the date hereof (the “Effective Date”), by and between the Company and OET, OET proposes to purchase Class A ordinary shares (of China Rapid Finance Limited (the “Company”), par value $0.0001 per share (the “Ordinary Shares”), from the Company at a price per share equal to the Purchase Price (defined below), subject to the terms and conditions contained herein. In connection therewith, OET and the Company agree as follows:
SERIES C PREFERRED SHARE PURCHASE AGREEMENTLimited Liability Company Agreement • March 31st, 2017 • China Rapid Finance LTD • Finance services • New York
SERIES C PREFERRED SHARE PURCHASE AGREEMENTSeries C Preferred Share Purchase Agreement • December 9th, 2015 • China Rapid Finance LTD • Finance services • New York
This Series C Preferred Share Purchase Agreement (this “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), and the investors listed on Schedule I attached hereto (each individually a “Purchaser” and, collectively, the “Purchasers”) and any additional Purchasers who become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Purchasers” for all purposes of this Agreement).
SHARE PURCHASE AGREEMENT by and between CHINA RAPID FINANCE LIMITED and TRUE NORTH FINANCIAL, LLC Dated as of December 24, 2019Share Purchase Agreement • December 31st, 2019 • China Rapid Finance LTD • Finance services • New York
WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, the Shares (as defined below) pursuant to the terms and subject to the conditions of this Agreement;
Mr. Yandai Wang SOS Limited Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street West Coast New District, Qingdao City, Shandong Province 266400 People’s Republic of ChinaSOS LTD • March 7th, 2024 • Finance services • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SOS Limited, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of up to _________ American Depositary Shares (“ADSs”), each ADS representing ten (10) Class A ordinary shares, par value US$0.005 per share (the “Ordinary Shares”) of the Company (the “Shares”), and up to ________ Warrants (the “Warrants”), with each such Warrant representing the right of the holder thereof to purchase one ADS for US$_____ per ADS. The Ordinary Shares underlying the Warrant ADSs issuable upon exercise of the Warrants are hereinafter referred to as “Warrant Shares.” The terms of the Placement, the ADSs and the Warrants shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collect
LOCK-UP AGREEMENTLock-Up Agreement • March 18th, 2024 • SOS LTD • Finance services
The undersigned, a holder of securities of SOS Limited, a Cayman Islands company. (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the placement agency agreement (the “Placement Agency Agreement”) entered into among the Placement Agent and the Company, providing for the placement (the “Placement”) of American Depositary Shares representing Class A Ordinary Shares (the “Shares”) of the Company and warrant to purchase Class A Ordinary Shares (the “Warrants” and together with the Shares called the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
SERIES C PREFERRED SHARE PURCHASE AGREEMENTLimited Liability Company Agreement • December 28th, 2015 • China Rapid Finance LTD • Finance services • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 15th, 2020 • China Rapid Finance LTD • Finance services • New York
This Share Purchase Agreement (this “Agreement”) is entered into as of May 5, 2020 (“Effective Date”), by and among China Rapid Finance Ltd., a Cayman Islands exempted company with limited liability (“XRF”) with its principal business at 2nd Floor, Building D, BenQ Plaza 207 Songhong Road Changning District, Shanghai 200335 PRC, Yong Bao Two Ltd., a limited liability company organized under the laws of the British Virgin Islands, with its principal place of business at Gui’an Digital Economy Industrial Park, No. 3 Building, 10th Floor, Room 4, University Town, Gui’an New District, Guizhou, PRC (“YBT”), the shareholders (the “YBT Shareholders”) listed on the signature pages hereto who collectively own 100% equity interest of YBT and the individuals listed on the signature pages hereto (each, a “Purchaser,” collectively with the YBT Shareholders the “Investors”). XRF, YBT and the Investors are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Mr. Yandai Wang SOS Limited Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street West Coast New District, Qingdao City, Shandong Province 266400 People’s Republic of ChinaSOS LTD • March 18th, 2024 • Finance services • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SOS Limited, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of up to 5,233,332 American Depositary Shares (“ADSs”), each ADS representing ten (10) Class A ordinary shares, par value US$0.005 per share (the “Ordinary Shares”) of the Company (the “Shares”), and up to 10,466,664 Warrants (the “Warrants”), with each such Warrant representing the right of the holder thereof to purchase one ADS. The Ordinary Shares underlying the Warrant ADSs issuable upon exercise of the Warrants are hereinafter referred to as “Warrant Shares.” The terms of the Placement, the ADSs and the Warrants shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchas
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 12th, 2022 • SOS LTD • Finance services • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement’’) is made on the 10th day of January, 2022, by and between Thor Miner Inc (the” Seller”), with its principal office of business at 98 Cutter Mill Rd Suit 322, Great Neck, NY11021，and SOS Information Technology New York Inc ( “Buyer”), with its principal place of business at 866 2nd Ave, Floor 10，New York, NY 10017(each a “Party” and collectively the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2017 • China Rapid Finance LTD • Finance services • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”) and each of the investors holding Series A Convertible Preferred Shares, Series B Convertible Preferred Shares and Series C Convertible Preferred Shares of the Company listed on Schedule I hereto (collectively, the “Investors”) and any additional Investor that becomes a party to this Agreement by executing and delivering to the Company a counterpart signature page in the form attached hereto on Schedule II (which such person shall thereupon be deemed an “Investor” for all purposes of this Agreement). For purposes of this Agreement and to the extent the context may so require, the term “Company” shall mean the Company and any corporate successor of the Company.
FORM OF CLASS A ORDINARY SHARES PURCHASE WARRANT SOS LIMITEDSOS LTD • June 12th, 2024 • Finance services
THIS CLASS A ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 Issuance Date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Limited, a Cayman Islands exempted company (the “Company”), up to [ ] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one Class A ordinary shares, par value $0.005 per share, (the “Ordinary Shares”) and three warrants (the “Warrant”) to purchase one Ordinary Share, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreemen
AMERICAN DEPOSITARY SHARE PURCHASE WARRANT SOS LIMITEDSOS LTD • March 18th, 2024 • Finance services • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, ___________ or its 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on March __, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Limited., a Cayman Islands company (the “Company”), up to ___________ American Depositary Shares (each, an “ADS” and, collectively, the “ADSs”), each ADS representing ten (10) Ordinary Shares (as hereinafter defined0 of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
TRIPARTITE AGREEMENTTripartite Agreement • June 15th, 2020 • China Rapid Finance LTD • Finance services • New York
WHEREAS, XRF and TNF entered into a share purchase agreement dated as of December 24, 2019 (the “Original SPA”) pursuant to which XRF issued and sold 37,985,203 Class A ordinary shares at a purchase price of USD 0.193 per share (the "Purchased XRF Shares") and 3,465,574 Class B ordinary shares at a purchase price of $0.193 per share (the “Original Class B Shares”), for a total purchase price of USD 8,000,000. As consideration for the Purchased XRF Shares and Original Class B Shares, TNF issued a senior secured promissory note (the "Note") dated as of December 24, 2019, as amended, to XRF promising to pay the principal sum of USD 8,000,000.
ASSUMPTION AGREEMENTAssumption Agreement • June 15th, 2020 • China Rapid Finance LTD • Finance services • New York
WHEREAS, XRF and the Assignor entered into certain share purchase agreement dated as of December 24, 2019 (the “TNF SPA”), as amended, pursuant to which XRF issued and sold 37,985,203 Class A ordinary shares at a price of USD0.193 per share (the "Purchased XRF Shares") and 3,465,574 Class B ordinary shares at a price of $0.193 per share (“TNF Class B Shares”), for a total purchase price of USD 8,000,000. The Assignor issued a senior secured promissory note (the "Note") on December 24, 2019, as amended, to XRF promising to pay the principal sum of USD 8,000,000 (the “Principal”);
