Form of SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 4th, 2020 • ATIF Holdings LTD • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 3, 2020, is by and among ATIF Holdings Limited, a British Virgin Islands business company (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2021 • ATIF Holdings LTD • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_] 2021, between ATIF Holdings Ltd., an exempted company incorporated under the laws of the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2018 • Asia Times Holdings LTD • Services-management consulting services • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Asia Times Holdings Limited, a British Virgin Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2024 • ATIF Holdings LTD • Services-management consulting services • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of 13 March, 2024 by and between ATIF Holdings Limited., a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), and Jun Liu, an individual (the “Executive”). 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 direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2024 • ATIF Holdings LTD • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2024, between ATIF HOLDINGS LIMITED., a company limited by shares incorporated in the British Virgin Islands with company number 1857285 and having its principal executive offices in the state of California (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
ORDINARY SHARE PURCHASE WARRANT ATIF HOLDINGS LTD.Ordinary Share Purchase Warrant • April 27th, 2021 • ATIF Holdings LTD • Services-management consulting services • New York
THIS ORDINARY SHARE PURCHASE WARRANT (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 on or prior to 5:00 p.m. (New York City time) on [3.5 year exercise period] [_](the “Termination Date”) but not thereafter, to subscribe for and purchase from ATIF HOLDINGS LTD, an exempted company incorporated under the laws of the British Virgin Islands (the “Company”), up to [_] of ordinary shares each, $0.001 par value, of the Company (the “Ordinary Shares”) (the Ordinary Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • December 17th, 2018 • Asia Times Holdings LTD • Services-management consulting services • Delaware
This AMENDED AND RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this “Agreement”) dated as of ________ __, by and among Asia Times Holdings Ltd., its subsidiaries and affiliates or any other corporate entities that may be utilized from time to time (the “Company”), having an address at Suite 2501-A Skyline Tower Kowloon Bay, Hong Kong, and BOUSTEAD SECURITIES, LLC, serving as the representative of the underwriters (the “Underwriter”), having an address at 6 Venture, Suite 265, Irvine, CA 92618 USA, and FinTech Clearing, LLC (the “Deposit Account Agent”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”), having an office at 6 Venture, Suite 265, Irvine, CA 92618 USA. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain prospectus filed with the United States SEC dated [●], under File Number[●], including all attachments, schedules and exhibits thereto, as amended from time to time (the “Prospectus”).
UNDERWRITING AGREEMENT between ATIF Holdings Limited (a British Virgin Islands company limited by shares) and BOUSTEAD SECURITIES, LLC as Underwriter ATIF Holdings Limited Minimum Offering: $8,000,000 Maximum Offering: $20,000,000 ($5.00 per share)...Underwriting Agreement • March 14th, 2019 • ATIF Holdings LTD • Services-management consulting services • New York
EQUITY PLEDGE AGREEMENT AMONG LIU RONGHUA CHEN QIANG QIANHAI ASIA TIMES (SHENZHEN) INTERNATIONAL FINANCIAL SERVICES CO., LTD.. AND HUAYA CONSULTANT (SHENZHEN) CO., LTD. October 9th, 2018 EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • December 11th, 2018 • Asia Times Holdings LTD • Services-management consulting services
This EQUITY PLEDGE AGREEMENT (hereinafter, this “AGREEMENT”) is entered into in the People’s Republic of China (hereinafter, “PRC”) in Shenzhen as of October 9th, 2018 by and among the following Parties:
SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT AMONG RONGHUA LIU QIANG CHEN QIANHAI ASIA TIMES (SHENZHEN) INTERNATIONAL FINANCIAL SERVICES CO., LTD. AND HUAYA CONSULTANT (SHENZHEN) CO., LTD. 9th October, 2018 SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENTShareholders’ Voting Rights Proxy Agreement • December 11th, 2018 • Asia Times Holdings LTD • Services-management consulting services
This SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT (this “AGREEMENT”) is entered into as of 9th October, 2018 by and among the following Parties:
Equity Transfer AgreementEquity Transfer Agreement • December 11th, 2018 • Asia Times Holdings LTD • Services-management consulting services
The subject matter of this transfer: 20% of the shares held by Party A of Qianhai Asia Times (Shenzhen) International Fund Management Co., Ltd.
CALL OPTION AGREEMENT AMONG RONGHUA LIU QIANG CHEN QIANHAI ASIA TIMES (SHENZHEN) INTERNATIONAL FINANCIAL SERVICES CO., LTD. HUAYA CONSULTANT (SHENZHEN) CO., LTD. 9lh October, 2018 CALL OPTION AGREEMENTCall Option Agreement • December 11th, 2018 • Asia Times Holdings LTD • Services-management consulting services
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into in Shenzhen of the People’s Republic of China (“China” or the “PRC”) as of 9th October, 2018 by and among the following Parties:
ORDINARY SHARE PURCHASE WARRANT ATIF HOLDING LTD.Purchase Warrant • April 27th, 2021 • ATIF Holdings LTD • Services-management consulting services • New York
THIS ORDINARY SHARE PURCHASE WARRANT (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 on or prior to 5:00 p.m. (New York City time) on [ ]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ATIF HOLDINGS LTD, an exempted company incorporated under the laws of the British Virgin Islands (the “Company”), up to [●] of ordinary shares each, $0.001 par value, of the Company (the “Ordinary Shares”) (the Ordinary Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THE EXCLUSIVE SERVICE AGREEMENT AMONG HUAYA CONSULTANT (SHENZHEN) CO., LTD. AND QIANHAI ASIA TIMES (SHENZHEN) INTERNATIONAL FINANCIAL SERVICES CO., LTD. 9th October, 2018Exclusive Service Agreement • December 11th, 2018 • Asia Times Holdings LTD • Services-management consulting services
THIS EXCLUSIVE SERVICE AGREEMENT (this “AGREEMENT”) is entered into as of 9th October, 2018 in Shenzhen, the People’s Republic of China (“CHINA” or “PRC”) by and among the following five Parties:
THE EXCLUSIVE SERVICE AGREEMENT AMONG HUAYA INFORMATION (SHENZHEN) CO., LTD. AND QIANHAI ASIA TIME (SHENZHEN) INTERNATIONAL FINANCE SERVICE CO., LTD. [September 5], 2018Exclusive Service Agreement • October 15th, 2018 • Asia Times Holdings LTD • Services-management consulting services
THIS EXCLUSIVE SERVICE AGREEMENT (this “AGREEMENT”) is entered into as of [September 5], 2018 in Shenzhen, the People’s Republic of China (“CHINA” or “PRC”) by and among the following five Parties:
Subscription AgreementSubscription Agreement • December 17th, 2018 • Asia Times Holdings LTD • Services-management consulting services
This subscription agreement (this “Subscription”) is dated _____, 2019, by and between the investor identified on the signature page hereto (the “Investor”) and Asia Times Holdings Limited, a British Virgin Islands company limited by shares (the “Company”). The parties agree as follows:
ATIF Holdings Limited and Leaping Group Co., Ltd. Debt Conversion and Share Purchase AgreementDebt Conversion and Share Purchase Agreement • April 8th, 2020 • ATIF Holdings LTD • Services-management consulting services • New York
Date: 20 December 2019Agreement for Sale and Purchase • December 26th, 2019 • ATIF Holdings LTD • Services-management consulting services • Hong Kong
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • October 15th, 2018 • Asia Times Holdings LTD • Services-management consulting services • Virgin Islands
This Voting Rights Proxy Agreement (this “Agreement”) is entered into as of September 30, 2018 (“Effective Date”), 2018 by and between Qiuli Wang (“Wang”) and the undersigned shareholder (the “Shareholder”). Wang and the Shareholder are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
Dated the 1st day of August 2022 ATIF Inc. and Asia Time (HK) International Finance Service Limited Sales and Purchase Agreement regarding ATIF 1 GP, LLC.Sales and Purchase Agreement • November 2nd, 2022 • ATIF Holdings LTD • Services-management consulting services • Hong Kong
Dated the 14th day of January 2021Sale and Purchase Agreement • January 19th, 2021 • ATIF Holdings LTD • Services-management consulting services
Subscription AgreementSubscription Agreement • March 14th, 2019 • ATIF Holdings LTD • Services-management consulting services
This subscription agreement (this “Subscription”) is dated _____, 2019, by and between the investor identified on the signature page hereto (the “Investor”) and ATIF Holdings Limited, a British Virgin Islands company limited by shares (the “Company”). The parties agree as follows:
Agreement of Website TransferWebsite Transfer Agreement • December 11th, 2018 • Asia Times Holdings LTD • Services-management consulting services
In view of the fact that Party A independently and legally owns the website (the domain name is www.chinacnnm.com), Party A and Party B have reached the following agreement on Party B’s acquisition of Party A’s website after friendly negotiation:
SECOND AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • February 12th, 2020 • ATIF Holdings LTD • Services-management consulting services • Hong Kong
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENT (this “Amendment”) is entered into and effective as of February 11, 2020, by and between Leaping Media Group Co., Ltd. (the “Company”) and Qianhai Asia Era (Shenzhen) International Financial Services Co., Ltd. (formerly known as Qianhai Asia Times (Shenzhen) International Financial Services Co., Ltd., the “Consultant”).
DEFERRED SALARY CONVERSION AGREEMENTDeferred Salary Conversion Agreement • May 1st, 2024 • ATIF Holdings LTD • Services-management consulting services
This Deferred Salary Conversion Agreement (the “Agreement”) is entered into effective as of as of April 29, 2024 by and between Jun Liu, (“Executive”) and ATIF Holdings Limited, a British Virgin Islands business company (the “Company”), with reference to the following facts:
Dated the 20th day of May 2022 ATIF Holdings Limited and Pishan Chi Sales and Purchase Agreement regarding ATIF LimitedSales and Purchase Agreement • November 2nd, 2022 • ATIF Holdings LTD • Services-management consulting services • Hong Kong
ATIF Holdings Limited and Leaping Group Co., Ltd. and Jiang Bo and Jiang Tao and Wang Di and Hailu Holding Co., Ltd. and Layday Holding Co., Ltd. and Liu Chunling and Wong Kai Cheong and Nie LuShare Exchange Agreement • April 8th, 2020 • ATIF Holdings LTD • Services-management consulting services • New York
The Buyer, Target Company, and the Sellers are sometimes referred herein individually as a “Party” and collectively, as the “Parties.”
Declaration of TrustTrust Deed • December 11th, 2018 • Asia Times Holdings LTD • Services-management consulting services
THIS TRUST DEED is made on 11 December, 2017 BETWEEN LIU RONGHUA whose ID Number is 450981199012101418 of No. 16, Group 12, Datang Village, Dali Town, Beiliu City, Guangxi Province, China (hereinafter called the "Trustee") of the one part AND WANG QIULI whose ID Number is 61242319741220002X of Unit 2304, Xinbi Court, Eighth District, Baoan District, Shenzhen City, Guangdong Province, China (hereinafter called the "Beneficiary") of the other part.
