ZK International Group Co., Ltd. FORM OF WARRANT TO PURCHASE ORDINARY SHARESZK International Group Co., Ltd. • February 23rd, 2021 • Miscellaneous fabricated metal products • New York
THIS 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 Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 24, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZK International Group Co., Ltd., a British Virgin Islands company limited by shares (the “Company”), up to [_____________] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of Fe
UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
Introduction. This underwriting agreement (this “Agreement”) constitutes the agreement between ZK International Group Co., Ltd., a British Virgin Islands company (the “Company”), on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) on an “best efforts/all or none” basis for the minimum offering amount of $5,000,000 and thereafter on a “best efforts” basis up to a maximum offering amount of $7,500,000 of registered ordinary shares (such registered ordinary shares sold in the Offering, the “Securities”), no par value per share, of the Company (the “Ordinary Shares”) to various investors (each an “Investor” and collectively, the “Investors”) at a purchase price of 5.00 per share (the “Purchase Price”). The Securities are to be offered initially to the public at the Purchase Price. The Company hereby confirms its agreeme
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • January 12th, 2018 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this 9th day of January, 2018, among (i) ZK International Group Co., Ltd. (the "Company"), a British Virgin Islands limited liability company, and (ii) each purchaser identified on the signature pages to this Agreement (each a “Purchaser” and collectively, the “Purchasers”).
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • May 24th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this _____th day of March, 2017, among (i) ZK International Group Co., Ltd. (the "Company"), a British Virgin Islands limited liability company, and (ii) each purchaser identified on the signature pages to this Agreement (each a “Purchaser” and collectively, the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • April 5th, 2021 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
This Consulting Agreement (the “Agreement”) is made as of this 5th day of April, 2021 (the “Effective Date”) by and between Susan Kilkenny, (the “Consultant”), and ZK International Group Co., Ltd. (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 27th, 2021 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 25, 2021, is between ZK INTERNATIONAL GROUP CO., LTD (正康国际集团有限公司), a company incorporated under the laws of the British Virgin Islands, with headquarters located at No. 678 Dingxiang Road, Binhai Industrial Park, Economic & Technology Development Zone, Wenzhou, Zhejiang Province, China 325025 (the “Company”), and each of the investors identified on the signature pages hereto (each a “Buyer” and collectively the “Buyers”).
Employment AgreementEmployment Agreement • July 26th, 2023 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
This Employment Agreement (the "Agreement") is made and entered into as of July 21, 2023 (the "Effective Date"), by and between Xiaofen Jin (the "Executive") and ZK International Group Co., Ltd., a company incorporated under the laws of the British Virgin Islands (the "Company").
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • June 12th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 8th day of June 2017, by and among ZK INTERNATIONAL GROUP CO., LTD., a British Virgin Islands company (the “Company”), having an address at No. 678 Dingxiang Road, Binhai Industrial Park, Wenzhou, Zheijiang Province, People’s Republic of China 325025 and BOUSTEAD SECURITIES, LLC (the “Underwriter”), having an address at 6 Venture, Suite 325, Irvine, CA 92618, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third Ave, 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain prospectus to be filed with the United States Securities and Exchange Commission (the “SEC”), on or about May 22, 2017, under File Number 333-218198 including all attachments, schedules and exhibits thereto (the “Prospectus”).
ZK INTERNATIONAL GROUP CO., LTD (正康国际集团有限公司) Convertible DebentureZK International Group Co., Ltd. • August 27th, 2021 • Miscellaneous fabricated metal products
FOR VALUE RECEIVED, ZK INTERNATIONAL GROUP CO., LTD (正康国际集团有限公司), a British Virgin Islands company (the "Company"), hereby promises to pay to the order of [ ], or its registered assigns (the "Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof,
LOAN CONTRACT (Contract No. : [●] )Loan Contract • April 4th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
BETWEEN CG MALTA HOLDING LIMITED AND XSIGMA ENTERTAINMENT LTD.Subscription of Shares Agreement • August 13th, 2021 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
THE SUBSCRIPTION OF SHARES AGREEMENT entered into by the Parties on the 4th day of April, 2021 is, by mutual agreement of the Parties, hereby amended as of this 4th day of August, 2021. WHEREAS:
DATED: 27 November 2023 XSIGMA ENTERTAINMENT LIMITED (“xSigma”) ZK INTERNATIONAL GROUP CO. LTD. (“ZK”) CG MALTA HOLDING LIMITED (“CG Malta”) DANIEL ERIC GRAETZER (“DG”) PAUL BARRY LEGGETT (“PL”) CARRANZA TRADING LIMITED (“Carranza”) Settlement...A Settlement Agreement and Release • December 1st, 2023 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
ACTING-IN-CONCERT AGREEMENT-Concert Agreement • April 4th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • Virgin Islands
Parties A, B, C and D and E jointly hold 50,000 ordinary shares, par value $1.00 per share of ZK International Group. Co. Ltd. (including its predecessors, hereinafter referred to as the “Company”).
CONSULTANCY AGREEMENTConsultancy Agreement • February 23rd, 2021 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
This Consultancy Agreement (the “Agreement”) is made as of this 15th day of February, 2021 (the “Effective Date”) and being acknowledged by the parties hereof effective by and between Dentoro Alliance LP, a company incorporated in the Republic of Ireland (the “Consultant”), and ZK International Group Co., Ltd., a British Virgin Islands exempted company (the “Company”).
Liquid Capital Loan Contract of Agricultural Bank of China (Contract No. : NO[●])ZK International Group Co., Ltd. • May 24th, 2017 • Miscellaneous fabricated metal products
Address: No. 678 Dingxiang Road, Binhai Industrial Park, Economic & Technology Development Zone, Wenzhou, Zhejiang Province, People’s Republic of China 325025
Debt Settlement and Mutual Release Agreement Dated as of August 15, 2018Settlement and Mutual Release Agreement • September 7th, 2018 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • Florida
This Debt Settlement and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between (i) ZK International Group Co. Ltd., a British Virgin Islands company (the “Company”) and (ii) Jiancong Huang (“Mr. Huang”). Each of the Company and Mr. Huang may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • June 29th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
This AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 20th day of June 2017, by and among ZK INTERNATIONAL GROUP CO., LTD., a British Virgin Islands company (the “Company”), having an address at No. 678 Dingxiang Road, Binhai Industrial Park, Wenzhou, Zheijiang Province, People’s Republic of China 325025 and BOUSTEAD SECURITIES, LLC (the “Underwriter”), having an address at 6 Venture, Suite 325, Irvine, CA 92618, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third Ave, 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain prospectus to be filed with the United States Securities and Exchange Commission (the “SEC”), on or about May 22, 2017, under File Number 333- 218198 including all attachments, schedules and exhibits thereto (the “Prospectus”).
Liquid Capital Loan Contract of Agricultural Bank of China (Contract No. : [●])ZK International Group Co., Ltd. • May 24th, 2017 • Miscellaneous fabricated metal products
Address: No. 678 Dingxiang Road, Binhai Industrial Park, Economic & Technology Development Zone, Wenzhou, Zhejiang Province, People’s Republic of China 325025
Employment Contract – Jiancong HuangZK International Group Co., Ltd. • May 24th, 2017 • Miscellaneous fabricated metal products
SHAREHOLDERS AGREEMENTShareholders Agreement • April 8th, 2021 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
This SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on this 4th day of April of the year 2021 and made between the following Parties:
Employment Contract – Di ChenZK International Group Co., Ltd. • May 24th, 2017 • Miscellaneous fabricated metal products
SUBSCRIPTION OF SHARES AGREEMENTSubscription of Shares Agreement • April 8th, 2021 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
This Subscription of Shares Agreement (hereinafter referred to as the “Agreement”) is being entered into this 4th day of the month of April, of the year 2021.
SUBSCRIPTION AGREEMENT Ordinary Stock of ZK International Group Co., Ltd.Subscription Agreement • June 12th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
This subscription (this “Subscription”) is dated , 2017, by and between the investor identified on the signature page hereto (the “Investor”) and ZK International Group Co., Ltd., a British Virgin Islands company (the “Company”), whereby the parties agree as follows:
FINANCIAL SERVICE CONTRACT (Contract No. : [●])Financial Service Contract • May 24th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
Address: No. 678 Dingxiang Road, Binhai Industrial Park, Economic & Technology Development Zone, Wenzhou, Zhejiang Province, People’s Republic of China 325025
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 23rd, 2018 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
This Agreement (the “Agreement”) is made this 8th day of February 2018, by and between ZK International Group Co., Ltd., a British Virgin Islands company (“ZK International”) and XSigma Corporation, also a British Virgin Islands company (“XSigma”, collectively the “Licensee”), and TNT Blockchain Inc., a Delaware corporation with its principal place of business at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801 (the “Licensor”).
LOAN CONTRACT (Contract No. : [●])Loan Contract • May 24th, 2017 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2024 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ___ day of July, 2024 by and among Recruiter.Com Group, Inc., a Nevada corporation (the “Company”), and ZK International Group Co., Ltd., a company organized under the laws of British Virgin Islands (the “Purchaser”).
AMENDMENT TO THE SUBSRIPTION OF SHARES AGREEMENT BETWEEN CG MALTA HOLDING LIMITED AND XSIGMA ENTERTAINMENT LTD.Subscription of Shares Agreement • December 30th, 2021 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products
THE SUBSCRIPTION OF SHARES AGREEMENT entered into by the Parties on the 4th day of April, 2021, and subsequently amended on August 4, 2021, is by mutual agreement of the Parties, hereby amended as of this 27th day of December, 2021. WHEREAS:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2023 • ZK International Group Co., Ltd. • Miscellaneous fabricated metal products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 27, 2023, between ZK International Group Co., Ltd., a business company incorporated under the laws of the British Virgin Islands, or the BVI (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
