TIAN RUIXIANG HOLDINGS LTD (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Subordinated Debt SecuritiesIndenture • January 20th, 2023 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
INDENTURE, dated as of [●], 20[●], among TIAN RUIXIANG Holdings Ltd, a Cayman Islands company (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 2nd, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
This Securities Purchase Agreement (this “Agreement”), dated as of [•], 2021, is by between TIAN RUIXIANG Holdings Ltd, a company organized under the laws of the Cayman 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 • December 27th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between TIAN RUIXIANG Holdings 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 • December 27th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], 2019 by and between TIAN RUIXIANG Holdings Ltd, a company formed 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”).
TIAN RUIXIANG Holdings Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
The undersigned, Tian Ruixiang Holdings Ltd, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Representative”) and Brilliant Norton Securities Company (collectively, the “Underwriters”) to issue and sell to the Underwriters an aggregate of [●] Class A Ordinary Shares, par value $0.001 per share, of the Company (the “Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
This Securities Purchase Agreement (this “Agreement”), dated as of June 2, 2021, is by between TIAN RUIXIANG Holdings Ltd, a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 8th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
Form of Underwriter’s WarrantUnderwriter's Warrant • January 15th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[●] [DATE THAT IS 180 DAYS FROM THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[●] [DATE THAT IS THREE YEARS FROM THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING].
SHARE DISPOSAL AND EXCLUSIVE OPTION TO PURCHASE AGREEMENTShare Disposal and Exclusive Option to Purchase Agreement • December 27th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
This Share Disposal and Exclusive Option to Purchase Agreement (this “Agreement”) is executed by and among the following Parties as of【date】inBeijing, the People’s Republic of China (“China” or the “PRC”):
TIAN RUIXIANG Holdings Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2020 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
The undersigned, Tian Ruixiang Holdings Ltd, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Underwriter”) to issue and sell to the Underwriter an aggregate of [●] Class A Ordinary Shares, par value $0.001 per share, of the Company (the “Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
Proxy AgreementProxy Agreement • December 27th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
(In this Agreement, Party A, Party B and Party C shall be referred to individually as a "Party" and collectively as the "Parties".)
TRX HongKong Investment LimitedAgreement for Sale and Purchase • February 14th, 2024 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • Hong Kong
Form of Lock-Up AgreementLock-Up Agreement • May 27th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
As Placement Agent, pursuant to a Placement Agency Agreement between Univest Securities, LLC and TIAN RUIXIANG Holdings Ltd, dated June __, 2021
PICC Property and casualty Company Limited Agreement on cooperation in insurance brokerage businessAgreement on Cooperation in Insurance Brokerage Business • June 2nd, 2020 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
In order to promote business development, according to the insurance law of the People's Republic of China, regulations on the insurance company and the insurance brokerage institutions regulations and related laws and regulations, party a and party b based on the established long-term stable cooperative relations, take the customer as the center, in line with fair and honest, mutual reciprocity and mutual benefit, mutual support, strengthen cooperation and common development principles, through equal consultation to reach an agreement, the particulars of insurance brokerage business cooperation, signed this agreement.
Cooperative Agent (broker) Remote Agreement (China Ping An property insurance co., LTD. Beijing branch)Cooperative Agent Remote Agreement • August 31st, 2020 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
Based on the establishment of formal insurance brokerage business cooperation, party a and party b hereby agree to further promote the development of brokerage cooperation and provide customers with more convenient and high-quality comprehensive services. Party a according to document no. [2001] 161 issued by CIRC and our company broker remote order management method, authorize party b to operate our company's motor vehicle insurance remote order business. This remote order operation must comply with the following provisions:
Insurance brokerage business contract (revised in 2016) Sunshine property insurance co. LTD Hangzhou branch Month ___Day ___ Year____ Insurance brokerage business contractInsurance Brokerage Business Contract • November 6th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
Agreement of Zhejiang Anbisheng insurance brokerage co., LTD. to acquire 100% equity of Hebei Hengbang insurance co., LTD Hebei, China In March 2017Acquisition Agreement • July 25th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
In accordance with the contract law of the People's Republic of China, the company law of the People's Republic of China and other relevant laws and regulations, the parties hereto, based on the principle of equality and mutual benefit and through friendly negotiation, have reached the following agreement regarding party a's transfer of 100% of Hengbang's equity to party b.
Agreement on cooperation in insurance brokerage businessCooperation Agreement • June 2nd, 2020 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
Insurance brokerage business contract (revised in 2016) Sunshine property insurance co. LTD Hangzhou branch Month ___Day ___ Year____ Insurance brokerage business contractInsurance Brokerage Business Contract • July 25th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • December 27th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on 【date】 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Cooperation Agreement on insurance brokerage businessCooperation Agreement • August 31st, 2020 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
In accordance with the general principles of the civil law of the people's Republic of China, the insurance law of the people's Republic of China, the contract law of the people's Republic of China, the regulations on the supervision of insurance brokers and other relevant laws and regulations, as well as the relevant provisions of the China banking and Insurance Regulatory Commission (hereinafter referred to as the "CBIRC"), Party A and Party B, through friendly consultation on an equal basis, have entered into an agreement on the insurance The following agreements have been reached on insurance brokerage business cooperation:
EXCLUSIVE BUSINESS COOPERATION AND SERVICE AGREEMENTExclusive Business Cooperation and Service Agreement • December 27th, 2019 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service
This Exclusive Business Cooperation and Service Agreement (this "Agreement") is entered into as of【date】 in Beijing by and between the following parties:
ContractExtension Agreement • July 16th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York
{HTFL00110417; 3} EXTENSION AGREEMENT This EXTENSION AGREEMENT (this “Agreement”) dated as of July 15, 2021, by and between TIAN RUIXIANG Holdings Ltd (the “Company”) and Univest Securities, LLC (“Univest”). Each of the Company and Univest shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H: WHEREAS, the Company and Univest entered into a placement agency agreement dated as of June 2, 2021 (the “PAA”) pursuant to which the Company engaged Univest to serve as the exclusive placement agent for the Company in connection with a follow-on public offering of the Company’s securities (the “Offering”); WHEREAS, under the PAA, the Offering Period was to end on July 17, 2021; and WHEREAS, the Parties desire to extend the Offering Period in order to further continue the Offering on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are
