5,000,000 Units AQUASITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2012 • Aquasition Corp. • Blank checks • New York
Aquasition Corp., a corporation formed pursuant to the laws of the Republic of the Marshall Islands (the “ Company ”), proposes to issue and sell to the several underwriters (the “ Underwriters ”) named in Schedule I of this agreement (this “ Agreement ”), for whom Lazard Capital Markets LLC (“ LCM ”) is acting as representative (the “ Representative ”), an aggregate of 5,000,000 units (the “ Firm Units ”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), and one warrant (“ Warrant ”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (the “ Over-allotment Option ”), an aggregate of up to 750,000 additional units of the Company (the “ Option Units ”) as set forth below. The terms of the Warrants are provide
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2012, is made and entered into by and among Aquasition Corp., a Marshall Islands company (the “Company”), [______________] (each such party, a “Holder” and collectively the “Holders”), the undersigned parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement.
PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • March 15th, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions • Marshall Islands
Distribution Date: Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and become exercisable following (1) the 10th business day (or such later date as may be determined by the Board) after the public announcement that a person or group of affiliated or associated persons (such person or group, an “Acquiring Person”) has acquired beneficial ownership of 15 percent or more of the Common Stock or (2) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership by a person or group of 15 percent or more of the Common Stock. For purposes of the Rights Agreement, beneficial ownership is defined to include the ownership of derivative securities. Coordinated or parallel actions by persons or groups may implicate the Rights Agreement. The date on which the Rights separate from the Common Stock and become exercisable is referred
WARRANT AGREEMENT AQUASITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of [____________], 2012Warrant Agreement • October 15th, 2012 • Aquasition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [___________], 2012, is by and between Aquasition Corp., a Marshall Islands company (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 24th, 2012 • Aquasition Corp. • Blank checks • New York
This Agreement is made effective as of [___________], 2012 by and between Aquasition Corp. (the “ Company ”) and American Stock Transfer & Trust Company, LLC (the “ Trustee ”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 26th, 2020 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions • New York
This Stock Purchase Agreement (this “Agreement”), dated as of December 21, 2020, is by and among KBS Fashion Group Limited, a corporation organized under the laws of the Marshall Islands (the “Company”), and Sun Lei, and individual (the “Purchaser”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
Framework Agreement on Strategic CooperationFramework Agreement on Strategic Cooperation • April 4th, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
Party A and Party B (hereinafter collectively referred to as “both parties”) plan to build strategic cooperative relations based on the principle of equality, mutual benefit, and complementary advantages through friendly negotiation. Both parties plan to establish a strategic partnership for long-term collaborative development on the basis of mutual benefit and integrating superior resources. Thus, the Framework Agreement on Strategic Cooperation is reached through friendly negotiation (hereinafter referred to as “this Framework Agreement”) by both parties.
ContractEmployment Agreement • June 22nd, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions
This Employment Agreement (the “Agreement”) is made as of this day of June 22, 2021 (the “Effective Date”) by and between KBSF Fashion Group Limited, a corporate based in Marshall Island (“Employee”) and Sun Lei, a citizen of People’s republic of China(“Employer” or “Company”), (each, a “Party” and collectively, the “Parties”). The Parties agree and covenant to be bound by the terms set forth in this Agreement as follows:
KBS FASHION GROUP LIMITED Xin Fengge Building Yupu Industrial Park Shishi City, Fujian Province 362700 People’s Republic of ChinaLock-Up Agreement • September 3rd, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions • New York
Reference is hereby made to the Subscription Agreement dated the date hereof between KBS Fashion Group Limited, a corporation incorporated in the Republic of the Marshall Islands, and the undersigned. Capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in said Subscription Agreement.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 26th, 2020 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 21, 2020, is by and among KBS Fashion Group Limited, a corporation organized under the laws of the Marshall Islands (the “Parent”), Flower Crown Holding, a corporation organized under the laws of the Cayman Islands (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
FORM OF PLACEMENT UNIT PURCHASE AGREEMENTPlacement Unit Purchase Agreement • October 24th, 2012 • Aquasition Corp. • Blank checks • New York
THIS PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [________], 2012 (as it may from time to time be amended and including all exhibits referenced herein, this “ Agreement ”), is entered into by and between [________], a [________] (each a “ Founder ” and collectively, the “ Founders ”) and Aquasition Corp. (the “ Company ”).
Aquasition Corp. c/o Seacrest Shipping Co. Ltd. 8-10 Paul Street London EC2A 4JH, EnglandUnderwriting Agreement • October 24th, 2012 • Aquasition Corp. • Blank checks
This letter (“ Letter Agreement ”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement” ) to be entered into by and between Aquasition Corp., a Marshall Islands company (the “ Company” ), and Lazard Capital Markets LLC, as representative of the several underwriters (the “ Underwriters ”), relating to an underwritten initial public offering (the “ Offering” ) of [__________] of the Company’s units (the “ Units ”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “ Common Stock” ), and one warrant exercisable for one share of Common Stock (each, a “ Warrant ”). The Units sold in the Offering shall be quoted and traded on the Nasdaq Capital Market pursuant to a registration statement on Form F-1 and prospectus (the “ Prospectus ”) filed by the Company with the Securities and Exchange Commission (the “ Commission” ). Certain capitalized terms used herein are defined in paragraph 11 hereof.
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT AND PLAN OF LIQUIDATIONShare Exchange Agreement • July 9th, 2014 • Aquasition Corp. • Blank checks
THIS FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT AND PLAN OF LIQUIDATION (this “First Amendment”), dated as of June 21, 2014, is entered into by and among (a) Aquasition Corp., a company organized and existing under the laws of the Republic of the Marshall Islands (“AQU”); (b) KBS International Holdings, Inc., a Nevada corporation (“KBS”); (c) Hongri International Holdings Ltd., a company organized and existing under the laws of the British Virgin Islands (“Hongri” or the “Company”); and (d) Cheung So Wa and Chan Sun Keung, each an individual (each, a “Principal Stockholder”). Each of the foregoing is referred to as a “Party” and together as the “Parties.” Capitalized terms used herein but not defined have the meanings given to them in the Share Exchange Agreement (as defined below).
Cooperation AgreementCooperation Agreement • July 26th, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
Based on the fact that: Party A is publicly listed company of China concepts stock in the United States and has mature resource advantage, stable purchasing capability in the North American market, and as an integrated service provider for global elite families for a long time. Thus, after the friendly negotiation between Party A and Party B (hereinafter referred to as “both parties”), following the principle of equality and mutual benefit, on the basis of complementary advantages, both parties collaborate on integrating the advantageous resources, and plan to establish a long-term and in-depth cooperation. Therefore, both parties hereby reached to a Cooperation Agreement (hereinafter referred to as “This Agreement”) as follows:
STOCK PURCHASE AGREEMENT between JX LUXVENTURE LIMITED and SHENZHEN ZHONGJIYINGFENG INVESTMENT CO., LTD. Dated as of October 19, 2022Stock Purchase Agreement • October 19th, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 19, 2022, between JX Luxventure Limited, a company organized under the laws of the Republic of the Marshall Islands (the “Seller”), and Shenzhen Zhongjiyingfeng Investment Co., Ltd., a company incorporated under the laws of the People’s Republic of China (the “Purchaser”).
AQUASITION CORP. VOTING AGREEMENTVoting Agreement • August 7th, 2014 • Aquasition Corp. • Blank checks • New York
THIS VOTING AGREEMENT (this “Agreement”) is made as of August 1, 2014 between and among (a) Aquasition Corp., a company organized and existing under the laws of the Republic of the Marshall Islands (the “Company”); (b) Aquasition Investments Corp., a company incorporated in the Republic of the Marshall Islands (“AQU Invest”); and (c) Cheung So Wa, an individual, and Chan Sun Keung, an individual (the “Principal Stockholders”). Each of the foregoing is referred to as a “party” and collectively as the “parties.” Capitalized terms not otherwise defined will have the meanings assigned to them in the Share Exchange Agreement.
SHARE EXCHANGE AGREEMENT AND PLAN OF LIQUIDATION by and among AQUASITION CORP., a company organized in the Republic of the Marshall Islands, KBS INTERNATIONAL HOLDINGS, INC., a Nevada corporation, HONGRI INTERNATIONAL HOLDINGS, LTD., a company...Share Exchange Agreement • June 3rd, 2014 • Aquasition Corp. • Blank checks • New York
This Share Exchange Agreement and Plan of Liquidation (“Share Exchange Agreement” or “Agreement”), is made and entered into as of March 24, 2014, by and among (a) Aquasition Corp., a company organized and existing under the laws of the Republic of the Marshall Islands (“AQU”); (b) KBS International Holdings, Inc., a Nevada corporation (“KBS”); (c) Hongri International Holdings Ltd., a company organized and existing under the laws of the British Virgin Islands (“Hongri” or the “Company”); and (d) Cheung So Wa and Chan Sun Keung, each an individual (each, a “Principal Stockholder”).
Strategic Cooperation Framework Agreement on Cross-border Supply Chain of Duty- free Goods Party A: Aikayun Technology (Hainan) Co., Ltd Party B: JXLuxventure (Hainan) Technology Co., LtdStrategic Cooperation Framework Agreement • March 15th, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
Based on the friendly negotiation between Party A and Party B, and the principle of equality, mutual benefit and complementary advantages, and mutual trust, both parties have decided to establish a long-term alliance of common development with the advantage of unified resource integration, so as to obtain good social benefits. Therefore, both parties have reached the following consensus through a friendly consultation:
ContractEmployment Agreement • July 13th, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
This Employment Agreement (the “Agreement”) is made on July 12, 2022 (the “Effective Date”) by and between JX Luxventure Limited, a corporation organized under the Republic of Marshall Island (“Company” or “Employer”) and Sun Lei, a citizen of People’s Republic of China (“Employee”), (each, a “Party” and collectively, the “Parties”). The Parties agree and covenant to be bound by the terms set forth in this Agreement as follows:
Strategic Cooperation AgreementStrategic Cooperation Agreement • October 3rd, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
After the friendly negotiation between Party A and Party B (hereinafter referred to as “both parties”), following the principle of equality and mutual benefit, on the basis of complementary advantages, both parties collaborate on integrating the advantageous resources, and plan to establish a long-term and in-depth cooperation. Therefore, both parties hereby reached to a Cooperation Agreement (hereinafter referred to as “This Agreement”) as follows:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2012 (“Agreement”) by and among Aquasition Corp., a Marshall Islands company (the “Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).
Employment AgreementEmployment Agreement • October 27th, 2015 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions • Hong Kong
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • February 11th, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions • New York
This Debt Exchange Agreement (this “Agreement”), effective as of January 24, 2021, is entered into by and between KBS Fashion Group Limited, a corporation organized under the laws of the Marshall Islands (the “Company”) and Keyan Yan (the “Holder”). The Company and the Holder are sometimes individually referred to herein as a “Party” or collectively, as the “Parties.”
Business Strategic Cooperation ContractBusiness Strategic Cooperation Contract • September 16th, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions
In accordance with the Civil Code of the People’s Republic of China and other laws and regulations, Party A and Party B conclude this Contract through friendly consultation in accordance with the principles of equality, voluntariness, fairness, honesty and faith.
Passenger Transport Sales Agency Agreement Client: Hainan Airlines Holding Co., Ltd Agent: Beijing Heyang International Travel Service Co., Ltd Signed on: August 14, 2023 Passenger Airlines Sales Agency Agreement of Hainan Airlines Holding Co., LtdPassenger Transport Sales Agency Agreement • August 15th, 2023 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
In order to promote the development of China’s civil aviation industry, in line with the principles of equality, voluntary, reciprocity and mutual benefit, Hainan Airlines Holding Co., Ltd. and Beijing Heyang International Travel Service Co., Ltd (Hereinafter referred to as the parties) sign this contract for the entrustment and agent of passenger sales as follows:
FORM OF RESALE LOCK-UP AGREEMENTResale Lock-Up Agreement • August 7th, 2014 • Aquasition Corp. • Blank checks • New York
THIS RESALE LOCK-UP AGREEMENT (this “Agreement”) is dated as of August 1, 2014, by and between the shareholder(s) set forth on the signature page to this Agreement (each a “Holder”) and Aquasition Corp., a company organized and existing under the laws of the Republic of the Marshall Islands, or its successor company (“AQU”). Capitalized terms used and not otherwise defined herein that are defined in the Share Exchange Agreement (as defined below) will have the meanings given such terms in the Share Exchange Agreement.
Group Airline Ticket Framework AgreementGroup Airline Ticket Framework Agreement • May 24th, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
As Party A’s customers have travel needs, and Party B acts as a senior aviation product solution provider in Mainland China and has the capability to meet customers’ needs in the entry and exit air transport, therefore, according to the relevant laws and regulations of the People’s Republic of China, in the basis of equality and mutual benefit, sincere cooperation and mutual development, through friendly negotiation between both parties, based on the principle of good faith, mutual benefit, and efficiency, both parties agree as follows:
Framework Agreement on Strategic CooperationFramework Agreement on Strategic Cooperation • June 22nd, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
Party A and Party B (hereinafter collectively referred to as “both parties”) plan to build strategic cooperative relations based on the principle of equality, mutual benefit, and complementary advantages through friendly negotiation. Both parties plan to establish a strategic partnership for long-term collaborative development on the basis of mutual benefit and integrating superior resources. Thus, the Framework Agreement on Strategic Cooperation is reached through friendly negotiation (hereinafter referred to as “this Framework Agreement”) by both parties.
Share Transfer AgreementShare Transfer Agreement • May 15th, 2024 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
In view of the fact that Party A is now a shareholder of Beijing Heyang International Travel Service Co., Ltd. (hereinafter referred to as the "Target Company"), the registered capital of the Target Company is RMB 5 million. After full negotiation between the two parties, Party A is willing to transfer 100% of its total equity and rights and interests in the registered capital of the target company (hereinafter referred to as "equity") to Party B; Party B also intends to acquire a total of 100% of the equity of Party A in the registered capital of the target company. In accordance with the provisions of the Civil Code of the People's Republic of China, the Company Law of the People's Republic of China and other relevant laws and regulations, and in line with the principle of good faith, this agreement is reached on the terms and conditions of the above-mentioned equity transfer and other related matters, so that both parties can effectively comply with and perform.
JX Luxventure LIMITED Form of SUBSCRIPTION AGREEMENTSubscription Agreement • November 1st, 2021 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions • New York
This Subscription Agreement (this “Agreement”) is being delivered by the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with the offer and sale by JX Luxventure Limited, a Republic of the Marshall Islands corporation (the “Company”), of 100,000 shares (the “Shares”) of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”),
Cross-Border Payment AgreementCross-Border Payment Agreement • March 29th, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions
This Agreement consists of two parts: special clause and general clause, both of which are an integral part of the Agreement. Both parties may choose to cooperate with any or more products provided by Party B. if there is any inconsistency between the general terms and the special terms, the special terms shall prevail.
Contractors’ Digital RMB Acceptance Service Agreement V1.0Contractors’ Digital RMB Acceptance Service Agreement • April 12th, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions
Through friendly consultation between Party A and Party B, in accordance with the principle of voluntary, mutual benefit and win-win cooperation, and in accordance with relevant laws and regulations, departmental regulations, normative documents, card organization rules, etc., this Agreement is reached for Party A to provide payment services to Party B.
Technology Consulting AgreementTechnology Consulting Agreement • June 2nd, 2022 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
As Party A needs to establish its own global NFT digital virtual human asset platform to adapt to metaverse related applications, including Douyin platform live broadcast room, TV program live broadcast room, interactive games and various eco-industries of metaverse, as well as the use of virtual human image for all kinds of live events and domestic and international images of a full range of assets platform display, Party B shall cooperate with Party A to complete the “virtual human” NFT project production requirements. Party A and Party B, in accordance with the Civil Code of the People’s Republic of China and relevant laws and regulations, and based on the principle of equality, mutual benefit and mutual development, hereby enter into the following contract through friendly negotiation:
Underwriter’s Option AgreementUnderwriter’s Option Agreement • October 15th, 2012 • Aquasition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (1) THE CONSUMMATION BY AQUASITION CORP. (THE “COMPANY”) OF A MERGER, SHARE CAPITAL EXCHANGE, ASSET OR STOCK ACQUISITION, CONTROL THROUGH CONTRACTUAL ARRANGEMENTS OR OTHER SIMILAR BUSINESS COMBINATION (“ACQUISITION TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN) AND ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________________ [DATE THAT IS FIVE YEARS THE FROM EFFECTIVE DATE OF THE REGISTRATION STATEMENT].
Supplemental Agreement to the Equity Transfer AgreementSupplemental Agreement to the Equity Transfer Agreement • May 15th, 2024 • JX Luxventure LTD • Wholesale-apparel, piece goods & notions
In view of the fact that Party A is now a shareholder of Beijing Heyang International Travel Service Co., Ltd. (hereinafter referred to as the “Target Company”), the registered capital of the Target Company is RMB 5 million. After full negotiation between the two parties, Party A is willing to transfer 100% of its total equity and rights and interests in the registered capital of the target company (hereinafter referred to as “equity”) to Party B; Party B also intends to acquire a total of 100% of the equity of Party A in the registered capital of the target company. In accordance with the provisions of the Civil Code of the People’s Republic of China, the Company Law of the People’s Republic of China and other relevant laws and regulations, and in line with the principle of good faith, the two parties reached an agreement on the conditions and terms of the above-mentioned equity transfer and other related matters on October 7, 2023, and signed the “Equity Transfer Agreement” (hereinaf
