UNDERWRITING AGREEMENT between LEAPING GROUP CO., LTD. (the “Company”) and BOUSTEAD SECURITIES, LLC (the “Underwriter”) LEAPING GROUP CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2019 • Leaping Group Co., Ltd. • Services-advertising • New York
The undersigned, LEAPING GROUP CO., LTD., a Cayman Islands limited liability company (the “Company”), hereby confirms its agreement with BOUSTEAD SECURITIES, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) with respect to the sale (the “Offering”) by the Company, through the Underwriter, on a best efforts basis, of a minimum of 1,200,000 ordinary shares, par value US$0.00284 per share, of the Company and a maximum of 4,000,000 ordinary shares of the Company (the “Placement Shares”), par value US$0.00284 per ordinary share, at an offering price of US$5.00 per ordinary share for gross offering proceeds of between US$6,000,000 (the “Minimum Amount”), and US$20,000,000 (the “Maximum Amount”). For avoidance of doubt, all references herein to “Shares” shall refer only to Placement Shares.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Leaping Group Co., Ltd., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], 2018 by and between Leaping Group Co., Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ ], 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”).
UNDERWRITING AGREEMENT between LEAPING GROUP CO., LTD. (the “Company”) and BOUSTEAD SECURITIES, LLC (the “Underwriter”) LEAPING GROUP CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2019 • Leaping Group Co., Ltd. • Services-advertising • New York
The undersigned, LEAPING GROUP CO., LTD., a Cayman Islands limited liability company (the “Company”), hereby confirms its agreement with BOUSTEAD SECURITIES, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) with respect to the sale (the “Offering”) by the Company, through the Underwriter, on a best efforts basis, of a minimum of 1,200,000 ordinary shares, par value US$0.00284 per share, of the Company and a maximum of 4,000,000 ordinary shares of the Company (the “Placement Shares”), par value US$0.00284 per ordinary share, at an offering price of US$5.00 per ordinary share for gross offering proceeds of between US$6,000,000 (the “Minimum Amount”), and US$20,000,000 (the “Maximum Amount”). For avoidance of doubt, all references herein to “Shares” shall refer only to Placement Shares.
AMENDED AND RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • March 8th, 2019 • Leaping Group Co., Ltd. • Services-advertising • Delaware
This AMENDED AND RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this “Agreement”) dated as of this _ day of February, 2019, by and among Leaping Group Co., Ltd., its subsidiaries and affiliates or any other corporate entities that may be utilized from time to time (the “Company”), having an address at Room 2010, Huaruntiexi Centre, No.158, Jianshe East Road, Tiexi District, Shenyang City, Liaoning Province, P.R. China, 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 January 2, 2019, under File Number 333-229116, including a
Leaping Group Co., Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2019 • Leaping Group Co., Ltd. • Services-advertising • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between Leaping Group Co., Ltd., a Cayman Islands exempted company with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the 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”) by the Company of its Underwritten Shares (as defined below).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
This EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into as of October 15, 2018 (“SIGNING DATE”) in Shenyang, the People’s Republic of China (“CHINA” or “PRC”) by and among the following Parties:
THE EXCLUSIVE SERVICE AGREEMENTExclusive Service Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
This EXCLUSIVE SERVICE AGREEMENT (this “AGREEMENT”) is entered into as of October 15, 2018 (“SIGNING DATE”) in Shenyang, the People’s Republic of China (“CHINA” or “PRC”) by and among the following Parties:
This contract was signed by the following parties in Chaoyang District, Beijing on November 12, 2018: Party A: Tianjin Wanda Media Co., Ltd. Party B: Leaping Media Group Co., Ltd.Pre-Movie Advertisement Regional Agency Contract • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
After friendly negotiation, both parties in accordance with the principle of mutual benefit and common development, on the basis of the "Contract Law of the People's Republic of China" and other relevant laws and regulations of China, reached a cooperation agreement reached a consensus and voluntarily signed this contract on the issue of Party B agents Party A’s pre-movie advertisement in Liaoning Province.
Contractual Rights and Obligations Transfer Tripartite AgreementContractual Rights and Obligations Transfer Tripartite Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
In view of the signing of the “Site Lease Contract” (contract number: ) (hereinafter referred to as “existing contract”) on April 12, 2018 by Party A and Party B. Party A intends to transfer all rights and obligations which are included in the existing contract to Party C. After several times negotiation between Party A and Party B, Party B agrees that Party A shall transfer all rights and obligations and all contents of the existing contract to Party C.
SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENTShareholder Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
This SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT (this “AGREEMENT”) is entered into as of October 15, 2018 (“SIGNING DATE”) in Shenyang, the People’s Republic of China (“CHINA” or “PRC”) by and among the following Parties:
CALL OPTION AGREEMENTCall Option Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into as of October 15, 2018 (“SIGNING DATE”) in Shenyang, the People’s Republic of China (“CHINA” or “PRC”) by and among the following Parties:
House Lease ContractHouse Lease Contract • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
Party A and Party B sign this contract after fully negotiation to clarify the content that Party A lease the house to Party B for use, and to clarify the rights and obligations of both parties.
House Lease ContractHouse Lease Contract • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
In order to protect the legitimate interests of both Party A and Party B, in accordance with Contract Law and Urban Real Estate Management Law of the People's Republic of China. Party A and Party B jointly entrust Party C to provide intermediation services. An agreement was reached on the following housing leases after which are negotiated by the three parties voluntarily and equally and consistently. The three Parties shall sign this contract and comply with it.
EXTENSION AGREEMENTExtension Agreement • September 27th, 2019 • Leaping Group Co., Ltd. • Services-advertising • New York
This Extension Agreement, dated September 27, 2019 (the “Agreement”), is entered into by and between Leaping Group Co., Ltd., a Cayman Islands exempted company with limited liability having an address at 2010 Huaruntiexi Center, Tiexi District, Shenyang, Liaoning Province, People’s Republic of China (the “Company”), and Boustead Securities, LLC, having an address at 6 Venture, Suite 265, Irvine, CA 92618 USA (the “Underwriter,” and together with the Company, the “Parties”).
Media Authorization Agency AgreementMedia Authorization Agency Agreement • September 30th, 2019 • Leaping Group Co., Ltd. • Services-advertising
Party A and Party B shall fully negotiate on the basis of equality and mutual benefit in accordance with the Advertising Law of the People's Republic of China and relevant regulations, and Party A shall authorize Party B that party B to operate the entrance and exit light box advertising media investment in the large-scale shopping centers in Party A's Shenyang area to reach the following agreement:
Lease AgreementLease Agreement • September 30th, 2019 • Leaping Group Co., Ltd. • Services-advertising • Hong Kong
According to the "Contract Law of the People's Republic of China" and relevant laws and regulations, Party A and Party B shall, in accordance with the principle of equality, voluntariness, fairness and good faith, conclude this contract on the lease of Party A by Party B by consensus.
EXTENSION AGREEMENTExtension Agreement • June 13th, 2019 • Leaping Group Co., Ltd. • Services-advertising • New York
This Extension Agreement, dated June 13, 2019 (the “Agreement”), is entered into by and between Leaping Group Co., Ltd., a Cayman Islands exempted company with limited liability having an address at 2010 Huaruntiexi Center, Tiexi District, Shenyang, Liaoning Province, People’s Republic of China (the “Company”), and Boustead Securities, LLC, having an address at 6 Venture, Suite 265, Irvine, CA 92618 USA (the “Underwriter,” and together with the Company, the “Parties”).
AMENDED AND RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • August 12th, 2019 • Leaping Group Co., Ltd. • Services-advertising • Delaware
This AMENDED AND RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this “Agreement”) dated as of this ___ day of _________, 2019, by and among Leaping Group Co., Ltd., its subsidiaries and affiliates or any other corporate entities that may be utilized from time to time (the “Company”), having an address at Room 2010, Huaruntiexi Centre, No.158, Jianshe East Road, Tiexi District, Shenyang City, Liaoning Province, P.R. China, 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 Sutter Securities Clearing, LLC (formerly known as 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 Janu
ContractConsulting Agreement • October 31st, 2019 • Leaping Group Co., Ltd. • Services-advertising
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into and effective on December 10, 2018 (the “Effective Date”) by and between Leaping Media Group Co., Ltd. (the “Company”), a company incorporated under the laws of the People’s Republic of China and Qianhai Asia Times (Shenzhen) International Financial Services Co., Ltd., a company incorporated under the laws of the People’s Republic of China (the “Consultant”), and collectively herein referenced as the “Parties”.
Shenyang Zhongliang Square Commercial Street District Commercial Lease ContractCommercial Lease Contract • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
[Zhongliang Plaza Xiangyun Town Commercial Street District] (hereinafter referred to as "Commercial District") which located in Huanggu District is a commercial real estate project held and operated by Party A, in accordance with relevant national laws and regulations and according to the relevant regulations of Shenyang. On the basis of voluntariness, equality and mutual benefit, Party A and Party B reached the following agreement on the matters of the commercial street block of the “Caiyun Plaza Xiangyun Town Commercial Street District” held by Party B by Party B on the basis of voluntariness, equality and mutual benefit:
Lease AgreementLease Agreement • September 30th, 2019 • Leaping Group Co., Ltd. • Services-advertising
According to the relevant provisions of the "Contract Law of the People's Republic of China" and other laws and regulations, on the basis of equality, voluntariness, fairness and good faith, Party A and Party B shall conclude this contract on the basis of the lease of the house leased by Party B according to law on the basis of equality, voluntariness, fairness and good faith.
FIRST AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 3rd, 2019 • Leaping Group Co., Ltd. • Services-advertising • Hong Kong
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENT (this “Amendment”) is entered into and effective as of December 3, 2019, 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”).
Theater Chain ContractTheater Chain Contract • September 30th, 2019 • Leaping Group Co., Ltd. • Services-advertising
In accordance with the "Industry Promotion Law of the People's Republic of China", "The Film Management Regulations", "Contract Law", "Copyright Law" and other relevant laws and regulations, the parties and A and B have agreed to sign this agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • February 11th, 2020 • Leaping Group Co., Ltd. • Services-advertising • 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”).
Media Authorization Agency AgreementMedia Authorization Agency Agreement • November 1st, 2018 • Leaping Group Co., Ltd. • Services-advertising
Party A and Party B shall fully negotiate on the basis of equality and mutual benefit in accordance with the Advertising Law of the People's Republic of China and relevant regulations, and Party A shall authorize Party B that party B to operate the entrance and exit light box advertising media investment in the large-scale shopping centers in Party A's Shenyang area to reach the following agreement:
Media Authorization Agency AgreementMedia Authorization Agency Agreement • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
Party A and Party B shall fully negotiate on the basis of equality and mutual benefit in accordance with the Advertising Law of the People's Republic of China and relevant regulations, and Party A shall authorize Party B that party B to operate the entrance and exit light box advertising media investment in the large-scale shopping centers in Party A's Shenyang area to reach the following agreement:
Pre-movie Advertisement Regional Agency ContractPre-Movie Advertisement Regional Agency Contract • November 1st, 2018 • Leaping Group Co., Ltd. • Services-advertising
After friendly negotiation, both parties in accordance with the principle of mutual benefit and common development, on the basis of the "Contract Law of the People's Republic of China" and other relevant laws and regulations of China, reached a cooperation agreement reached a consensus and voluntarily signed this contract on the issue of Party B agents Party A’s pre-movie advertisement in Liaoning Province.
Pre-movie Advertisement Release ContractPre-Movie Advertisement Release Contract • January 2nd, 2019 • Leaping Group Co., Ltd. • Services-advertising
After negotiation, Party A and Party B sign this contract at [ ] in accordance with the "Contract Law of the People's Republic of China" and the "Advertising Law of the People's Republic of China" and other relevant laws and regulations. Whereby Party B shall provide Party A with advertising publishing services and both sides will abide by the contract.
This contract was signed by the following parties in on : Party A: Leaping Media Group Co., Ltd. Party B:Advertising Service Distribution Agreement • November 1st, 2018 • Leaping Group Co., Ltd. • Services-advertising
Due to the fact that Party A entered Pre-Movie Advertisement Local Agency Agreement with Tianjin Wanda Media Co., Ltd. and was granted the exclusive rights to distribute pre-movie advertisements on the movie theaters of Wanda Cinema Line in [ ], Party A has the right to enter into this agreement.
Event Planning and Execution AgreementEvent Planning and Execution Agreement • November 1st, 2018 • Leaping Group Co., Ltd. • Services-advertising
The two sides have reached a consensus agreement on relevant matters through friendly consultations, so that both parties will abide by the implementation.
