UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions • New York
The undersigned, Sole Elite Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGREEMENTWarrant Agreement • November 12th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions • New York
This Warrant Agreement (this “Agreement”) is made as of _________ __, 2015 between Sole Elite Group Limited, a Cayman Islands corporation, with offices at Wuli Industrial Park, Jinjiang, Fujian Province 3633000, PRC (“Company”), and Continental Stock Transfer & Trust Company LLC, with offices at 17 Battery Place, New York, NY 10004 (“Warrant Agent”).
Share Transfer AgreementShare Transfer Agreement • November 5th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
Whereas Party A, as the sole investor, incorporated Jinjiang Yiheng Shoes Material Co., Ltd. (hereinafter referred to as the “Company”) in Quanzhou, Fujian, P.R.C. and for the need of development, Party A is planning to transfer all the shares of the Company to Party B, this Share Transfer Agreement is hereby entered into regarding relevant matters with contents as follows:
Lease Contract of Production Workshop and DormitoryLease Contract • May 1st, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
Party B leases production workshop and dormitory from Party A due to operation and development needs, and Party A agrees to lease the production workshop and dormitory it owns to Party B. Therefore, both parties enter into the following contract after negotiation on the basis of equality for mutual compliance.
Lease Contract of Production WorkshopLease Contract • May 1st, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
Party B leases production workshop and venue from Party A due to operation and development needs, and Party A agrees to lease the production workshop and venue it owns to Party B. Therefore, both parties enter into the following contract after negotiation on the basis of equality for mutual compliance.
LOAN AGREEMENTLoan Agreement • September 14th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
WHEREAS, Zhumei Ma (the “Lender”) has agreed to lend (the “Loan”) from time to time as requested by the Company up to an aggregate sum of no more than two million dollars (US$2,000,000.00) (such outstanding amount at any time, the “Principal Balance”) to Sole Elite Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company” and, together with the Lender, the “Parties”);
WARRANT TO PURCHASE COMBINATIONS OF ORDINARY SHARES AND ORDINARY SHARE PURCHASE WARRANTS sole elite group limitedWarrant to Purchase Combinations of Ordinary Shares and Ordinary Share Purchase Warrants • November 12th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
THIS WARRANT TO PURCHASE COMBINATIONS OF ORDINARY SHARES AND ORDINARY SHARE PURCHASE WARRANTS (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 date hereof (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), will expire at 5:00 p.m. (New York time) on the date that is five years following the effective date of the registration statement (the “Registration Statement”) on Form F-1 (file No.333-204569) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sole Elite Limited Group, a company incorporated under the laws of the Cayman Islands (the “Company”), up to _________________ combinations each combination consisting of one Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”) of the Company (“Ordinary Shares”) and one Ordinar
Dated February 4, 2015 MA ZHUMEI and Sole Elite Group Limited Share Exchange AgreementShare Exchange Agreement • November 5th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
A The HK Shareholder is the legal and beneficial owner of all of the issued shares in Max Regal Holdings Limited, a company incorporated in Hong Kong Special Administrative Region (HKSAR) with company number 2150195 (HK Co.).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 14th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 1, 2015 by and between Sole Elite Group, Ltd. (the “Company”) and Clarence Lee (the “Executive”) (collectively the “Parties”; individually a “Party”).
