HAPPINESS BIOTECH GROUP LIMITED (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt SecuritiesIndenture • November 12th, 2020 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products • New York
INDENTURE, dated as of [●], 20[●], among Happiness Biotech Group Limited, a Cayman Islands corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2024 • Paranovus Entertainment Technology Ltd. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 29, 2024 (the “Effective Date”), by and between Paranovus Entertainment Technology Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Xiaoyue Zhang, 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 • July 23rd, 2024 • Paranovus Entertainment Technology Ltd. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July 17, 2024 by and among Paranovus Entertainment Technology Limited, a Cayman Islands exempted company, (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”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 18th, 2023 • Paranovus Entertainment Technology Ltd. • Medicinal chemicals & botanical products • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of April 10, 2023 by and among (i) Fujian Hengda Beverage Co., Ltd , a PRC company (the “Purchaser”), (ii) Fujian Happiness Biotech Co., Limited, a PRC company (the “Company”), (iii) Happiness (Nanping) Biotech Co., Limited, a PRC company (“Happiness Nanping” or the “Seller”) and (iv) Paranovus Entertainment Technology Ltd., a Cayman Islands exempt limited company (“PubCo”). The Purchaser, the Company, the Seller and the PubCo are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FORM OF NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 3rd, 2024 • Paranovus Entertainment Technology Ltd. • Services-computer processing & data preparation • New York
This Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 16th, 2023 • Paranovus Entertainment Technology Ltd. • Medicinal chemicals & botanical products • New York
This Share Purchase Agreement (this “Agreement”) is entered into as of March 14, 2023 (the “Effective Date”), by and among Paranovus Entertainment Technology Ltd. (formerly known as Happiness Development Group Limited), a limited liability company organized under the laws of the Cayman Islands (the “Buyer”), 2lab3 LLC, a limited liability company organized under the laws of Delaware (the “Company”), and the sole member of the Company (the “Seller”) The Buyer, the Company and the Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
UNDERWRITING AGREEMENT between HAPPINESS BIOTECH GROUP LIMITED (the “Company”) and UNIVEST SECURITIES, LLC (the “Underwriter”) HAPPINESS BIOTECH GROUP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2019 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2022 • Happiness Development Group LTD • Medicinal chemicals & botanical products • New York
This SECURITIES STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2022, by and between Happiness Development Group Limited, a Cayman Islands company (the “Company”) and the undersigned thereto (the “Purchasers”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2024 • Paranovus Entertainment Technology Ltd. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 29, 2024 (the “Effective Date”), by and between Paranovus Entertainment Technology Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Ling Guo, 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”).
EQUITY TRANSFER CONTRACT WITH WENSHENG LIU CONCERNING FUJIAN SHENNONGJIAGU DEVELOPMENT CO., LTD. TABLE OF CONTENTEquity Transfer Contract • October 25th, 2021 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products
This equity transfer contract (hereinafter referred to as the “contract”) is signed by the following parties in Fuzhou, China on October 14, 2021.
SUBSCRIPTION AGREEMENT Ordinary Shares of Happiness Biotech Group LimitedSubscription Agreement • March 8th, 2019 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products • New York
This subscription agreement (this “Subscription”) is dated , 2019, by and between the investor identified on the signature page hereto (the “Investor”) and Happiness Biotech Group Limited, a Cayman Islands limited liability company (the “Company”). The parties agree as follows:
Subscription AgreementSubscription Agreement • March 28th, 2019 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products
This subscription agreement (this “Subscription”) is dated ____________, 2019, by and between the investor identified on the signature page hereto (the “Investor”) and Happiness Biotech Group Limited (the “Company”). The parties agree as follows:
EQUITY TRANSFER CONTRACT WITH CUNHUI LIN, YANQING LIU CONCERNING FUZHOU HEKANGYUAN TRADING CO., LTD.Equity Transfer Contract • March 7th, 2022 • Happiness Development Group LTD • Medicinal chemicals & botanical products
This equity transfer contract (hereinafter referred to as the “contract”) is signed by the following parties in Fuzhou, China on March 4, 2022.
SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • November 15th, 2023 • Paranovus Entertainment Technology Ltd. • Medicinal chemicals & botanical products • New York
This Software Development Agreement (this “Agreement”) is made as of the 12th day of November 2023 (the “Effective Date”) by and between BLUELINE STUDIOS INC. (“Blueline”), having an office at 142 – 757 West Hastings Street, Vancouver, BC V6C 1A1, and PARANOVUS ENTERTAINMENT TECHNOLOGY LTD (“Paranovus”) having an address at No. 11 Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China.
Regional Distribution ContractRegional Distribution Contract • September 4th, 2018 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products
Based on the principle of mutual promotion, mutual benefit and development, both parties will actively explore the market sales of the products produced by Party A, with intensive discussions, this agreements is hereby reached for mutual compliance and implementation.
Exclusive Collaboration AgreementExclusive Collaboration Agreement • January 3rd, 2023 • Happiness Development Group LTD • Medicinal chemicals & botanical products • New York
This Exclusive Collaboration Agreement (this “Agreement”), dated as of December 28, 2022 (the “Effective Date”), is by and between DMG Tech Investment LLC, a limited liability company organized under the laws of Delaware, USA (“DMG Tech”) and Happiness Development Group Limited, a Cayman Islands exempted company with limited liability (“Happiness Develop”). DMG Tech and Happiness Develop are collectively referred to as the “Parties” for purposes of this Agreement.
Exclusive Distributor Cooperation AgreementExclusive Distributor Cooperation Agreement • September 4th, 2018 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products
Based on the principle of mutual promotion, mutual benefit and development, both parties agree to set up ’ The Exclusive Distributor Store’ in --- city, this agreements is hereby reached for mutual compliance and implementation.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • May 6th, 2019 • Happiness Biotech Group LTD • Medicinal chemicals & botanical products • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this [__] day of [_____] 201[_], by and among Happiness Biotech Group Limited, a Cayman Islands company (the “Company”), having an address at No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City, Fujian Province, People’s Republic of China, Univest Securities, LLC, a New York limited liability company. (the “Underwriter”), having an address at 375 Park Avenue, Suite 1502, New York, NY 10152, 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, dated March 28, 2019, including all attachments, schedules and exhibits thereto (the “Prospectus”).
