SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2023 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2023, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • July 29th, 2015 • JM Global Holding Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 23, 2015, is by and between JM Global Holding Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) also referred to as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2015 • JM Global Holding Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [___________], 2015, by and between JM GLOBAL HOLDING COMPANY, a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
PLACEMENT AGENT WARRANT CODE CHAIN NEW CONTINENT LIMITEDCode Chain New Continent LTD • February 18th, 2021 • Wholesale-metals & minerals (no petroleum)
THIS PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, Univest Securities, LLC, 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 August [___], 2021 [DATE THAT IS SIX MONTHS FROM THE INITIAL ISSUANCE DATE] (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York time) on the date that is five and one half (5.5) years following the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Code Chain New Continent Limited, a Nevada corporation (the “Company”), up to [______]1 shares (the Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2024 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2024, between GD Culture Group Limited, a Nevada corporation (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 21st, 2023 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • Nevada
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 21, 2023 (the “Effective Date”), by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and Zihao Zhao, 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 16th, 2015 • JM Global Holding Co • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 4th day of May 2015, by and between JM Global Holding Company, a Delaware corporation (the “Company”), having its principal place of business at 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445, and Zhong Hui Holding Limited, a Republic of Seychelles registered company (“Subscriber”), having its principal place of business at Room 1501, 15/F, SPA Centre, 53-55 Lockhart Road, Wanchai, Hong Kong.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2020 • TMSR HOLDING Co LTD • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of May 1, 2020 by and among TMSR Holding Company Limited, a Nevada corporation, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
July [__], 2015Letter Agreement • June 16th, 2015 • JM Global Holding Co • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between JM Global Holding Company, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”), relating to an underwritten initial public offering (the “Offering”), of 5,000,000 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 half of one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). The Company expects that the Units will be listed for
GD Culture Group Limited 22F - 810 Seventh Avenue New York, NY 10019GD Culture Group LTD • April 26th, 2024 • Wholesale-metals & minerals (no petroleum) • New York
GD Culture Group Limited, a Nevada corporation (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, 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. Your appointment shall also be subject to the approval of Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin immediately.
Equity Option AgreementEquity Option Agreement • October 5th, 2022 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum)
This Equity Option Agreement (this “Agreement”) is executed by and among the following Parties as of September 16, 2022 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 26th, 2024 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York
This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and GD Culture Group Limited, a Nevada corporation (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 placements (the “Placements”) of up to an aggregate of approximately $926,957 of Securities (defined below) via a registered direct offering of shares of common stock, par value $0.0001 (“Common Stock”), of the Company (the “Offered Shares” or the “Securities”) . The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to mean 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
UNDERWRITING AGREEMENT between JM GLOBAL HOLDING COMPANY and CANTOR FITZGERALD & CO. Dated: July 23, 2015Underwriting Agreement • July 29th, 2015 • JM Global Holding Co • Blank checks • New York
The undersigned, JM Global Holding Company, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Underwriter”) as follows:
FORM OF COMMON STOCK PURCHASE WARRANTGD Culture Group LTD • May 4th, 2023 • Wholesale-metals & minerals (no petroleum) • New York
GD Culture Group Limited, a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Common Stock Purchase Warrant (including any Common Stock Purchase Warrants issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to [●] (subject to adjustment as provided herein) shares of common stock of the Company, par value $0.0001 (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in S
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2015 • JM Global Holding Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 23, 2015 by and between JM Global Holding Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SHARE EXCHANGE AGREEMENT by and amongShare Exchange Agreement • September 1st, 2017 • JM Global Holding Co • Blank checks • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of August 28, 2017 by and among: (i) JM Global Holding Company, a Delaware corporation (the “Purchaser”); (ii) Zhong Hui Holding Limited, a Republic of Seychelles registered company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other than the Sellers and their successors and assigns in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”); (iii) China Sunlong Environmental Technology, Inc., a Cayman Islands business company with limited liability (the “Company”); (iv) each of the shareholders of the Company named on Annex I hereto (collectively, the “Sellers”); and (v) Chuanliu Ni, a Chinese citizen who is the Chief Executive Officer and director of the Company, in the capacity as the representative for the Sellers in accordance with the terms and conditions of this Agreement (the “Seller Represen
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 26th, 2018 • TMSR HOLDING Co LTD • Blank checks • Nevada
This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of June 20, 2018, is entered into between TMSR Holding Company Limited, a Delaware corporation (the “Company”) and TMSR Holding Company Limited, a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”). The Company and Merger Sub are sometimes together referred to herein as the “Constituent Entities.”
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2024 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to GD Culture Group Limited (“you,” the “Client” or the “Company”) as more fully described in this agreement (the Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 3rd, 2018 • TMSR HOLDING Co LTD • Blank checks
This Consulting Services Agreement (this “Agreement”) is dated November 30, 2018, and is entered into in Wuhan, People’s Republic of China (“PRC” or “China”) by and among Shengrong Environmental Protection Technology (Wuhan) Co., Ltd (“Party A”), and Jiangsu Rong Hai Electric Power Fuel Co., Ltd. (“Party B”), Party A and Party B are referred to collectively in this Agreement as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2015 • JM Global Holding Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2015, is made and entered into by and among each of JM Global Holding Company, a Delaware corporation (the “Company”), Zhong Hui Holding Limited, a Republic of Seychelles registered Company (the “Sponsor”) and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 1st, 2017 • JM Global Holding Co • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) JM Global Holding Company, a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “TMSR Holding Company Limited” (including any successor entity thereto, “Purchaser”), (ii) Zhong Hui Holding Limited, a Republic of Seychelles registered company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
COMMON STOCK PURCHASE WARRANT CODE CHAIN NEW CONTINENT LIMITEDCommon Stock Purchase Warrant • February 18th, 2021 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or his, her 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 earlier of (i) August [__], 2021 or (ii) the date that the Company’s stockholders approve the offer and sale of the securities, pursuant to the terms and conditions of the Purchase Agreement, so that the sale of all such securities is in compliance with Nasdaq Listing Rule 5635 (the “Stockholder Approval”, and such date, the “Stockholder Approval Date”), provided that the Company will use its best efforts to obtain such approval on or prior to 70 days after the Issuance Date (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on August [__], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Code Chain New Continent Limited, a Nevada corporatio
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 31st, 2021 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
This Share Purchase Agreement (this “Agreement”), dated as of March 30, 2021, is entered into among Code Chain New Continent Limited, a Nevada corporation (“Seller”), Lei Zhu (“Buyer”) and Qihai Wang (“Payees”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
CALL OPTION AGREEMENTCall Option Agreement • December 3rd, 2018 • TMSR HOLDING Co LTD • Blank checks
This Call Option Agreement (this “Agreement”) is dated November 30, 2018, and is entered into in Wuhan, People’s Republic of China (“PRC” or “China”) by and among Shengrong Environmental Protection Technology (Wuhan) Co., Ltd. (“Party A”) and Jiangsu Rong Hai Electric Power Fuel Co., Ltd. (“Domestic Enterprise” or “Party B”), and the shareholders holding 100% of equity interests of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Each shareholder is referred to in this Agreement as an executor and collectively as “Shareholders of Party B”.
VOTING-IN-CONCERT AGREEMENTConcert Agreement • March 31st, 2022 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • Nevada
Parties A and B jointly hold 8,274,889 ordinary shares, par value $0.0001 per share of Code Chain New Continent Limited (including its predecessors, hereinafter referred to as the “Company”).
Technical Consultation and Service AgreementTechnical Consultation and Service Agreement • June 27th, 2022 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum)
This Technical Consultation and Service Agreement (this “Agreement”) is made and entered into by and between the following parties on June 21, 2022 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 28th, 2018 • TMSR HOLDING Co LTD • Blank checks • New York
This Equity Purchase Agreement (this “Agreement”) is made and entered into as of December 27, 2018 by and among (i) Hopeway International Enterprises Limited, a private limited company duly organized under the laws of British Virgin Islands (the “Purchaser”), (ii) Hubei Shengrong Environmental Proection and Energy Saving Technology Co. Ltd. (the “Company”) a PRC company engaged in the research, development, production and sale of an array of solid waste recycling systems for the mining and industrial sectors in the PRC, (ii) TMSR Holding Company Limited, a corporation incorporated under the laws of Nevada (the ‘TMSR”) (iv) Shengrong Environmental Protection technology (Wuhan) Co. Ltd. (the “Seller”), a limited liability company formed under the laws of the PRC and the sole equity holder of the Company, The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • December 3rd, 2018 • TMSR HOLDING Co LTD • Blank checks
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated November 30, 2018, and is entered into in Wuhan, People’s Republic of China (“PRC” or “China”) by and among Shengrong Environmental Protection Technology (Wuhan) Co., Ltd. (“Pledgee”), Jiangsu Rong Hai Electric Power Fuel Co., Ltd. (“Domestic Enterprise”) and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Domestic Enterprise.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 1st, 2017 • JM Global Holding Co • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●] by [_______________________] (the “Seller”) in favor of and for the benefit of JM Global Holding Company, a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “TMSR Holding Company Limited” (including any successor entity thereto, “Purchaser”), China Sunlong Environmental Technology, Inc., a Cayman Islands business company with limited liability (including any successor entity thereto, the “Company”), and each of Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2018 • JM Global Holding Co • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 29th, 2018, by and between JM Global Holding Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 19th, 2022 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
This Share Purchase Agreement (this “Agreement”), dated as of September 16, 2022, is entered into among Shanghai Highlight Media Co., Ltd., a PRC limited liability company (the “Target”), the sellers listed in Exhibit A (each a “Seller,” and collectively the “Sellers”) and Code Chain New Continent Limited, a company incorporated under the laws of the State of Nevada (“CCNC” or the “Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2017 • JM Global Holding Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among (i) JM Global Holding Purchaser, a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “TMSR Holding Purchaser Limited” (including any successor entity thereto, “Purchaser”), (ii) Zhong Hui Holding Limited, a Republic of Seychelles registered company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Voting Rights Proxy and Financial Supporting AgreementVoting Rights Proxy and Financial Supporting Agreement • June 27th, 2022 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum)
This Voting Rights Proxy and Financial Supporting Agreement (the “Agreement”) is executed by and among the following Parties as of June 21, 2021 in Shanghai the People’s Republic of China (“China” or the “PRC”):
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2023 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum)
This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of May 16, 2023, is by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 1st, 2021 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
This Asset Purchase Agreement (this “Agreement”), is entered into as of September 27, 2021, between the person listed in Exhibit A (“Seller”), and Code Chain New Continent Limited, a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
