SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2021 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Sino-Global Shipping America, Ltd., a Virginia stock corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES A COMMON STOCK PURCHASE WARRANT SINO-GLOBAL SHIPPING AMERICA, LTD.Warrant Agreement • March 12th, 2018 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
THIS SERIES A COMMON STOCK 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 September 14, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 14, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT SINO-GLOBAL SHIPPING AMERICA, LTD.Security Agreement • February 10th, 2021 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
THIS COMMON STOCK 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 February [__], 2021 and on or prior to 5:00 p.m. (New York City time) on August __, 2026 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sino-Global Shipping America, Ltd., a Virginia stock corporation (the “Company”), up to [______] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of common stock, no par value of the Company (“Common Stock”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2018 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 12, 2018, between Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 3rd, 2015 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), hereby agrees to sell up to an aggregate of $_______ of registered securities of the Company, including, but not limited to, _____ shares (the “Shares”) of the Company’s common stock, no par value per share (the "Common Stock”), Common Stock purchase warrants to purchase up to an aggregate of _______ shares of Common Stock (the “Warrants”) and the shares of Common Stock underlying the Warrants (the “Warrant Shares” and, together with the Shares and Warrants, collectively, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Aegis Capital Corp., as exclusive placement agent (the “Placement Agent”). The purchase price to the Investors for each Share is $____ and the exercise price to the Investors for each share of Common Stock issuable upon exercise of the Warrants is $_____. T
572,000 SHARES SINO-GLOBAL SHIPPING AMERICA, LTD. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2014 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule VI hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 572,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, up to 85,800 additional shares (the “Additional Shares”) of Common Stock, without par value per share (the “Common Stock”), of the Company (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2022 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo • Virginia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of February 8, 2022, between SINGULARITY FUTURE TECHNOLOGY LTD., a Virginia corporation (the “Company”) and Ms. Jing Shan (the “Executive”).
Mr. Lei Cao Chairman, CEO and President Sino-Global Shipping America, LtdPlacement Agent Agreement • March 12th, 2018 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
FORM OF COMMON STOCK PURCHASE WARRANT SINO-GLOBAL SHIPPING AMERICA, LTD.Common Stock Purchase Warrant • September 18th, 2020 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
THIS COMMON STOCK 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 [ ]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ]2, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), up to _____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of September [ ], 2020 among the Company and the purchasers signatory thereto, as amended from time to time.
SINO-GLOBAL SHIPPING AMERICA, LTD. WARRANT AGREEMENTWarrant Agreement • March 18th, 2008 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • Virginia
Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of shares of common stock, of the Company set forth herein, subject to the terms and conditions contained herein.
CONFIDENTIAL February 5, 2021Placement Agreement • February 8th, 2021 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
SINO-GLOBAL SHIPPING AMERICA, LTD. (a Virginia corporation) Minimum Offering: ___________ Shares of Common Stock Maximum Offering: ____________ Shares of Common Stock ($_____ per share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2008 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • Virginia
The undersigned, Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), hereby confirms its agreement with you as follows:
February 14, 2017Exclusive Placement Agent Agreement • February 15th, 2017 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • Georgia
ESCROW AGREEMENTEscrow Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd. • Virginia
This Escrow Agreement is made and entered into as of the ____ day of _________, _____, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Underwriter”), SINO-GLOBAL SHIPPING AMERICA, LTD., a Virginia corporation (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”).
COMMON STOCK PURCHASE WARRANT SINO-GLOBAL SHIPPING AMERICA, LTD.Common Stock Purchase Warrant • November 4th, 2020 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
THIS COMMON STOCK 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 May 3, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 3, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), up to 120,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. This Warrant is one of the warrants to purchase shares of Common Stock issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of [ ], 2020 among the Company and the purchasers signatory thereto, as amended from time to time.
Employment AgreementEmployment Agreement • August 6th, 2024 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo • New York
This Employment Agreement (the “Agreement”) is made and entered into as of August 6, 2024 (the “Effective Date”), by and between Singularity Future Technology Ltd., a Virginia company with an address at 98 Cutter Mill Road, Suite 322, Great Neck, New York 11021 (the “Company”) and Jia Yang (the “Employee”).
Sino-global shipping America, Ltd. [•] SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2014 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to National Securities Corporation and each of the other Underwriters named in Schedule VII hereto, if any (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of [•] fully paid shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] shares (the “Additional Shares” and together with the Firm Shares, the “Securities”) of the Company’s common stock, without par value (the “Common Stock”).
SINGULARITY FUTURE TECHNOLOGY LTD.Director Offer Letter • August 6th, 2024 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo • New York
Singularity Future Technology Ltd., a company incorporated in the State of Virginia (the “Company”), is pleased to offer you a position as a director of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a director of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
FIRST AMENDED AND RESTATED EXCLUSIVE MANAGEMENT CONSULTING AND TECHNICAL CONSULTING SERVICE AGREEMENTExclusive Management Consulting and Technical Consulting Service Agreement • April 9th, 2008 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
This First Amended and Restated Exclusive Management Consulting and Technical Consulting Service Agreement (the “Agreement”) is made April 3, 2008 but entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “PRC”):
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 19th, 2019 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is dated as of November 14, 2019, by and between Sino-Global Shipping America, Ltd., a Virginia corporation, (the “Company”), and the investor listed on the Schedule of Buyer attached hereto (the “Buyer”).
FIRST AMENDED AND RESTATED EXCLUSIVE MARKETING AGREEMENTExclusive Marketing Agreement • April 9th, 2008 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
This First Amended and Restated Exclusive Marketing Agreement (the “Agreement”) is made April 3, 2008 but entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “PRC”):
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement • January 5th, 2023 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo • 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.”
FORM OF COMMON STOCK PURCHASE WARRANT SINO-GLOBAL SHIPPING AMERICA, LTD.Common Stock Purchase Warrant • December 14th, 2021 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
This Warrant is issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of December [ ], 2021 among the Company and the purchasers signatory thereto, as amended from time to time.
Singularity Future Technology Enters Into Warrant Purchase AgreementWarrant Purchase Agreement • January 6th, 2022 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo
Great Neck, N.Y., January 6, 2022 – On January 6, 2022, Singularity Future Technology Ltd. (formerly knowns as Sino-Global Shipping America, Ltd.) (the “Company”) entered into a Warrant Purchase Agreement with certain accredited investors (the “Sellers”) pursuant to which the Company agreed to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and the Sellers agreed to sell the Warrants back to the Company. These Warrants were sold to these Sellers in three previous transactions that closed on February 11, 2021, February 10, 2021, and March 14, 2018. The purchase price for each Warrant is $2.00, and the terms of each Warrant Purchase Agreement are substantially identical.
LOCK-UP AGREEMENTLock-Up Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.
The undersigned understands that Anderson & Strudwick, Incorporated (the “Underwriter”), proposes to enter into an Underwriting Agreement with Sino-Global Shipping America, Ltd. (the “Company”), providing for the public offering (the “Offering”) by the Underwriter of a minimum of ________ shares and a maximum of _________ shares of common stock, without par value per share (“Common Stock”), of the Company.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 6th, 2022 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo • Virginia
This Warrant Purchase Agreement (the “Agreement”), dated as of [ ], 2022, is by and between Singularity Future Technology Ltd.(formerly known as Sino-Global Shipping America, Ltd.) (the “Buyer”) and [ ]. (the “Seller” and together with the Buyer, each individually a “Party” and collectively the “Parties”).
PROXY AGREEMENTProxy Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.
This Proxy Agreement (the “Agreement”) is entered into effective as of November 14, 2007 between the following parties in Beijing, People’s Republic of China (the “PRC”).
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENTExclusive Equity Interest Purchase Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.
This Exclusive Equity Interest Purchase Agreement (the “Agreement”) is entered into by and among the following parties effective as of November 14, 2007.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • October 4th, 2021 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • Virginia
THIS STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of October, 2 021 (the “Execution Date”), by and between Sino-Global Shipping America Ltd., a NASDAQ listed corporation incorporated under the laws of the Commonwealth of Virginia (“Sino-Global”) and Shenzhen Highsharp Electronic Ltd., a corporation incorporated under the laws of the People’s Republic of China (“Highsharp”), (each a "Party" and collectively the "Parties").
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2023 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo • New York
This Subscription Agreement (this “Agreement”) is entered into as of November 15, 2023 between Singularity Future Technology Ltd., a Virginia company (the “Company”), and each of the investors listed on Annex A attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Joint Venture AgreementJoint Venture Agreement • April 14th, 2022 • Singularity Future Technology Ltd. • Arrangement of transportation of freight & cargo • New York
THIS JOINT VENTURE AGREEMENT (this “Agreement”) is entered into as of this _10th__ day of April, 2022 (the “Execution Date”), by and between Singularity Future Technology Ltd., a company incorporated under the laws of the Commonwealth of Virginia (“Singularity”) and Golden Mainland Inc., a company incorporated under the laws of the State of Georgia (“Golden Mainland”), (each a “Party” and collectively the “Parties”).
ContractCertificate of Designation • November 4th, 2020 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SINO-GLOBAL SHIPPING AMERICA, LTD. PLAN STOCK AWARD AGREEMENT UNDER THE 2014 STOCK INCENTIVE PLANPlan Stock Award Agreement • February 12th, 2016 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo
Pursuant to the Sino-Global Shipping America, Ltd. 2014 Stock Incentive Plan (the “Plan”) as amended through the date hereof, Sino-Global Shipping America, Ltd. (the “Company”) hereby grants a Plan Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of common stock of the Company, without par value per share, specified above (the “Shares”) having a fair value per share (“Original Value”) equal to the amount specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the Original Value of the Shares in the form of cash, past or future services rendered by the Grantee to the Company, a subsidiary of the Company and/or an affiliated or related entity which the Company controls (the “Company”), or such other form of consideration as is acceptable to the Committee.
Share Purchase AgreementShare Purchase Agreement • April 8th, 2020 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • Virginia
This “Share Purchase Agreement” (hereinafter referred to as the “Agreement”) is signed by the parties on April 6, 2020 (hereinafter referred to as “Signing day”).
Put Agreement Execution Page]Put Agreement • January 11th, 2008 • Sino-Global Shipping America, Ltd.
