REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ______, 2012, by and among CIS Acquisition Ltd., a British Virgin Islands company (the “Company”), the undersigned parties listed as Insiders on the signature page hereto Chardan Capital Markets, LLC (“Chardan”), The PrinceRidge Group LLC (“PrinceRidge”), Maxim Group LLC (“Maxim”) and Euro Pacific Capital, Inc. (“EuroPac”) (the Insiders, Chardan, PrinceRidge, Maxim and EuroPac each, an “Investor” and collectively, the “Investors”).
Bit Brother Limited (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt SecuritiesIndenture • January 16th, 2024 • Bit Brother LTD • Retail-eating places • New York
INDENTURE, dated as of [●], 20[●], among Bit Brother Limited, a British Virgin Islands company (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).
4,000,000 Units CIS Acquisition Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
The undersigned, CIS Acquisition Ltd., a company organized under the laws of the British Virgin Islands (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), and Maxim Group LLC, as the qualified independent underwriter ( “Maxim”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2023 • Bit Brother LTD • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2023, between Bit Brother Limited, a British Virgin Islands company (formerly known as Urban Tea, Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2019 • Urban Tea, Inc. • Industrial organic chemicals
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 1st, 2019 (the “Effective Date”), by and between Urban Tea, Inc. (formerly Delta Technology Holdings Ltd), incorporated under the laws of the British Virgin Island (the “Company”), and Kan Lu, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [ ], 2021, between Urban Tea, Inc., a British Virgin 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”).
CLASS E ORDINARY SHARE PURCHASE WARRANT BIT BROTHER LIMITEDOrdinary Share Purchase Warrant • December 11th, 2023 • Bit Brother LTD • Retail-eating places
THIS ORDINARY SHARE 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 December ___, 2023 and on or prior to 5:00 p.m. (New York City time) on December ___, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bit Brother Limited, a British Virgin Islands company (formerly known as Urban Tea, Inc.) (the “Company”), up to [______] Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Ordinary Share, no par value, of the Company (“Ordinary Shares”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2020 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2020, between Urban Tea, Inc., a British Virgin 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”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION OF THE COMPANY’S BUSINESS COMBINATION AND ________, 2013 [6 MONTHS FOLLOWING EFFECTIVE DATE]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, _________, 2017 [5 YEARS FOLLOWING EFFECTIVE DATE].
Mr. Xianlong Wu Chairman & CEO Bit Brother Limited 15/F, Block A, Kineer Business CentrePlacement Agent Agreement • December 11th, 2023 • Bit Brother LTD • Retail-eating places • New York
ORDINARY SHARE PURCHASE WARRANT URBAN TEA, INC.Securities Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places
THIS ORDINARY SHARE 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 April [__]1, 2021 and on or prior to 5:00 p.m. (New York City time) on October__, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Urban Tea, Inc., a British Virgin Islands company (the “Company”), up to [______] shares of Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary, no par value per share of the Company (“Ordinary Shares”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DIRECTOR AGREEMENTDirector Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This DIRECTOR AGREEMENT is made as of this 26th day of April 2021 (the “Agreement”), by and between Urban Tea, Inc., under the laws of the British Virgin Islands (the “Company”) and Diyu Jiang (the “Director”).
LOCK-UP AGREEMENTLock-Up Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
The undersigned, a holder of securities of Urban Tea, Inc. (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the letter agreement dated February 18, 2021 (the “Placement Agreement”) between the Placement Agent and the Company, providing for the placement (the “Placement”) of Ordinary Shares and Warrants (collectively, 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”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 7th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
This Agreement is made as of _________, 2012 by and between CIS Acquisition Ltd. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2024 • Bit Brother LTD • Retail-eating places • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of March 13, 2024 (the “Effective Date”), by and between Bit Brother Limited incorporated under the laws of the British Virgin Islands (the “Company”), and Yating Li, an individual (the “Chief Financial Officer (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”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 19th, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of February 9, 2019 by and among (i) HG CAPITAL GROUP LIMITED , a private limited company duly organized under the laws of Hong Kong (the “Purchaser”), (ii) Elite Ride Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Company”) and (iii) Delta Technology Holdings Limited (the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of March 22, 2021 (the “Effective Date”), by and between Urban Tea, Inc, incorporated under the laws of the British Virgin Islands (the “Company”), and Xianlong Wu, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
FORM OF ORDINARY SHARES PURCHASE WARRANT BIT BROTHER LIMITEDForm of Ordinary Shares • November 10th, 2021 • Bit Brother LTD • Retail-eating places
THIS 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 [ ], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bit Brother Limited, a British Virgin Islands company (the “Company”), up to [ ] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one ordinary share, no par value, (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase up to three Ordinary Shares, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of November 5, 2021 among the Company and the purchasers signatory thereto, as amended from time to
CONFIDENTIAL February 18, 2021Placement Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”) the “Lead Manager”) and Urban Tea, Inc. (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 ordinary shares (the “Ordinary Shares”) in the U.S. 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 ob
Re: Exclusive Placement Agent Agreement Dear Mr. Yi,Exclusive Placement Agent Agreement • May 28th, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Agreement shall become effective upon the date it is signed by the Company (the “Effective Date”). The terms of such Placement(s) and the Securities shall be mutually agreed upon by the Company and the investors (each, an “Investor” and collectively, the “Investors”) and nothing herein enables the Placement Agent to bind the Company or any Investor. This Agreement and the documents executed and delivered by the Company and the Investors in connection with the Placement(s) shall be collectively referred to herein as the “Transaction Documents.” The date of each of the closings of the Placement(s) shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase or to sell any Securities and does not ensure the successful placement of any Securities or
Form of Lock-Up AgreementLock-Up Agreement • October 31st, 2023 • Bit Brother LTD • Retail-eating places
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2019, between Urban Tea, Inc., a British Virgin 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 AGREEMENT CIS ACQUISITION LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Dated as of [●], 2012Warrant Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 1st, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Share Purchase Agreement (this “Agreement”) is entered into as of [ ], 2019 (“Effective Date”), by and among Urban Tea, Inc., a limited liability company organized under the laws of the British Virgin Islands (“Buyer”), Ming Yun Tang (Shanghai) Tea Co., Ltd., a wholly foreign owned enterprise incorporated under the laws of the PRC (“WFOE”), Hunan 39 PU Tea Co., Ltd. (the “Company”), and [ ], [ ], and [ ] (individually, a “Seller,” collectively, the “Sellers”) Buyer, WFOE, the Company and the Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SPECIMEN PLACEMENT WARRANT CERTIFICATEWarrant Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks
This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ warrants (the “Warrants”) to purchase ordinary shares, $0.0001 par value (the “Ordinary Shares”), of CIS Acquisition Ltd., a British Virgin Islands company (the “Company”). Subject to the conditions set forth herein and in the Warrant Agreement dated as of ________, 2012 by and between the Company and the Warrant Agent (the “Warrant Agreement”), each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement, to receive from the Company that number of fully paid and nonassessable Ordinary Shares (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America or cashlessly upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2023 • Bit Brother LTD • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2023, between Bit Brother Limited, a British Virgin Islands company (formerly known as Urban Tea, Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 25th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2012 (“Agreement”) by and among CIS Acquisition Ltd., a British Virgin Islands company (“Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 27th, 2017 • Delta Technology Holdings LTD • Industrial organic chemicals • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of November [ ], 2017 by and between Delta Technology Holdings Ltd., a British Virgin Islands company (the “Company”) and each of the Investors whose names are set forth on the Schedule of Investors attached hereto (individually, an “Investor” and collectively, the “Investors”).
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • May 25th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2012 among CIS Acquisition Ltd., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Purchasers on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Exclusive Option AgreementExclusive Option Agreement • November 6th, 2019 • Urban Tea, Inc. • Industrial organic chemicals
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of October 2, 2019 in Changsha, the People’s Republic of China (“China” or the “PRC”):
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2012 among CIS Acquisition Ltd., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Purchasers on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2012 (“Agreement”) by and among CIS Acquisition Ltd., a British Virgin Islands company (“Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (the “Initial Shareholders”) Chardan Capital Markets, LLC (“Chardan”), The PrinceRidge Group LLC (“PrinceRidge”), Maxim Group LLC (“Maxim”), Euro Pacific Capital, Inc. (“EuroPac”) and American Stock Transfer & Trust Company, LLC, as escrow agent (the “Escrow Agent”).
DIRECTOR AGREEMENTDirector Agreement • November 27th, 2018 • Delta Technology Holdings LTD • Industrial organic chemicals • New York
This DIRECTOR AGREEMENT is made as of this 22nd day of November 2018 (the "Agreement"), by and between Delta Technology Holdings Limited, under the laws of the British Virgin Islands (the "Company") and Lizhong Zhang (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2024 • Bit Brother LTD • Retail-eating places • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of March 13, 2024, by and between Bit Brother Limited incorporated under the laws of the British Virgin Islands (the “Company”), and Ling Sun, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of May 4, 2021 (the “Effective Date”), by and between Urban Tea, Inc incorporated under the laws of the British Virgin Islands (the “Company”), and Shu Liu, an individual (the “Chief Operating Officer (COO)”). Except with respect to the direct employment of the COO by the Company, the term “Company” as used herein with respect to all obligations of the COO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
