ZHONGCHAO INC. CLASS A ORDINARY SHARES SALES AGREEMENTSales Agreement • December 17th, 2021 • Zhongchao Inc. • Services-educational services • New York
Zhongchao Inc., a Cayman Islands company (the “Company”), confirms its agreement (this “Agreement”) with US Tiger Securities, Inc., as follows:
ZHONGCHAO INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2020 • Zhongchao Inc. • Services-educational services • New York
The undersigned, Zhongchao Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the several Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 3,000,000 Class A Ordinary Shares, par value $0.0001, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2019 • Zhongchao Inc. • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 7, 2019 (the “Effective Date”), by and between Zhongchao Inc., a company limited by shares incorporated and existing under the laws of the Cayman Islands (the “Company”), and Pei Xu, 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”).
ZHONGCHAO INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2020 • Zhongchao Inc. • Services-educational services • New York
The undersigned, Zhongchao Inc., a Cayman Islands exempted company (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 $0.0001, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • May 9th, 2022 • Zhongchao Inc. • Services-educational services
This Business Cooperation Agreement（the “Agreement”）is entered into in Shanghai as of September 10th , 2021 by and among the following parties:
Lock-Up AgreementLock-Up Agreement • February 26th, 2020 • Zhongchao Inc. • Services-educational services • New York
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • May 9th, 2022 • Zhongchao Inc. • Services-educational services
This Exclusive Option Agreement（this “Agreement”）is entered into in Shanghai as of September 10th, 2021; by and among the following parties:
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • May 9th, 2022 • Zhongchao Inc. • Services-educational services
This Equity Interest Pledge Agreement（this “Agreement”）is entered into in Shanghai as of September 10th , 2021 by and among the following parties:
PROXY AGREEMENT AND POWER OF ATTORNEYProxy Agreement and Power of Attorney • May 9th, 2022 • Zhongchao Inc. • Services-educational services
This Proxy Agreement and Power of Attorney（this “Agreement”）is entered into in Shanghai as of September 10th , 2021 by and among the following parties:
Framework Agreement on Overseas Stocks ArrangementFramework Agreement • December 12th, 2019 • Zhongchao Inc. • Services-educational services
Party A: Zhongchao Medical Technology (Shanghai) Co., Ltd. Uniform Social Credit Code is 91310114052955220G, the registered address is Room 501-3, No. 655 Yinxiang Road, Jiading District, Shanghai.
Joint and Several Liability Guarantee ContractJoint and Several Liability Guarantee Contract • May 9th, 2022 • Zhongchao Inc. • Services-educational services
This Joint and Several Liability Guarantee Contract (hereinafter referred to as “this Contract”) is signed by and between the following parties on April 26, 2022 in Jiading District, Shanghai, People’s Republic of China (hereinafter referred to as “China”):
VIE Confirmation AgreementVie Confirmation Agreement • September 16th, 2020 • Zhongchao Inc. • Services-educational services
ContractWarrant Agreement • December 12th, 2019 • Zhongchao Inc. • Services-educational services • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2024 • Zhongchao Inc. • Services-educational services • Delaware
This securities purchase agreement (this “Agreement”) is made as of October 1, 2024, by and between [________] (the “Purchaser”), and Zhongchao Inc., a Cayman Islands exempt company (the “Company”).
Joint and Several Liability Guarantee ContractJoint and Several Liability Guarantee Contract • May 9th, 2022 • Zhongchao Inc. • Services-educational services
This Joint and Several Liability Guarantee Contract (hereinafter referred to as “this Contract”) is signed by and between the following parties on April 26, 2022 in Jiading District, Shanghai, People’s Republic of China (hereinafter referred to as “China”):
