JIUZI HOLDINGS INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●], 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 15th, 2021 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2021 (“Agreement”), between Jiuzi Holdings Inc., a corporation organized under the laws of the Cayman Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2023 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July [ ], 2023, between Jiuzi Holdings Inc., an exempted company incorporated in 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2023 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of _1st April_, 2023, by and between Jiuzi Holdings, Inc., a Cayman Islands corporation (the “Company”), and _Tao Li, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2021 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 3, 2021, is by and between JIUZI HOLDINGS, INC., a Cayman Islands company (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2024 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This Employment Agreement (the “AGREEMENT”) is made and entered into on August 15, 2024 by and between Huijie Gao (the “EXECUTIVE”) and Jiuzi Holdings, Inc., a Cayman Islands company (the “COMPANY”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2021 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December __, 2021, is between JIUZI HOLDINGS, INC., a company incorporated under the laws of the Cayman Islands, with its principal operation office located at No.168 Qianjiang Nongchang Gengwen Road, 15th Floor, Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province 310000, People’s Republic of China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
FORM OF ORDINARY SHARES PURCHASE WARRANT JIUZI HOLDINGS INC.Form of Ordinary Shares • October 23rd, 2023 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS ORDINARY SHARES 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 [ ], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jiuzi Holdings Inc., a Cayman Islands company (the “Company”), up to one Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one ordinary share, par value $ US$0.018 per share , (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase up to three Ordinary Shares, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of [ ], 2023 among the Company and the purchasers signatory thereto, as amended from time
ORDINARY SHARES PURCHASE WARRANT JIUZI HOLDINGS, INC.Ordinary Shares Purchase Warrant • July 15th, 2021 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS ORDINARY SHARES 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 , 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jiuzi Holdings, Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to [___] Ordinary Shares (as defined in Section 1) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price (as defined in Section 2(b)). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regis
JIUZI HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2020 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 11th, 2024 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This Agreement is made and entered into as of September，29, 2024 by and among (i) Keda Technology Ltd， a BVI (the “Purchaser”); (ii) Jiuzi (HK) Limited, a Hong Kong company (the “Target”); and (iii) Jiuzi Holdings, Inc., a Cayman Islands company (“JZXN” or the “Seller”). The Purchaser, the Company, and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.
UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2021 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
Jiuzi Holdings, Inc., an exempted company incorporated in the Cayman Islands. (the “Company”), proposes to sell to the underwriters named in Schedule I (the “Underwriters”) to this agreement (the “Agreement”) for which Maxim Group LLC is acting as representative (in such capacity, the “Representative”) an aggregate of (i) [●] ordinary shares, par value $0.001 per share (“Ordinary Shares”) of the Company (the “Firm Shares,”) and (ii) warrants to purchase an aggregate of _____________ Ordinary Shares (the “Firm Warrants”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an aggregate of (i) [●] additional Ordinary Shares (the “Option Shares” and collectively with the Firm Shares, the “Shares”) and/or (ii) warrants to purchase an aggregate of _____________ additional Ordinary Shares (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”), each on the terms set forth in Section 2. Each Warrant entitles the holder to purchase
JIUZI HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2021 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 20th, 2023 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC, (“Spartan” or the “Placement Agent”) and Jiuzi Holdings Inc. (the “Company”), that Spartan shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed (the “Placement”) of up to an aggregate of $2,300,000 of either (a) one ordinary share (the “Shares”) of the Company; $0.018 par value per share (the “Ordinary Shares”), or (b) one pre-funded warrant to subscribe for one Ordinary Share (the “Prefunded Warrant”). The Ordinary Shares underlying the Prefunded Warrants shall hereinafter be referred to as the “Prefunded Warrant Shares”, and the Shares, the Prefunded Warrant, and the Prefunded Warrant Shares, shall hereinafter be referred to collectively as the “Securities.”. The terms of the Placement shall be mutually agreed upon by the Company, Spartan and the purchasers of the Securities (each, a “Purchaser” and collectivel
Letter of Intent for Cooperation on Sales and service of New energy Vehicles Party A: _______________________ with Party B: Zhejiang Jiuzi New Energy Automobile Co., LTDLetter of Intent • August 26th, 2020 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations
The Letter of Intent on Sales and Services of New Energy Vehicles (hereinafter referred to as the “Letter of Intent”) is signed by the following parties in _________, _____________ Province, China on ___________:
EXTENSION AGREEMENTExtension Agreement • April 4th, 2022 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations
This Extension Agreement, dated as of April 1, 2022 (the “Extension”), is made by and among JIUZI HOLDINGS INC., an exempted company incorporated under the laws of the Cayman Islands whose principal executive office is at No.168 Qianjiang Nongchang Gengwen Road, 15th Floor, Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province, People’s Republic of China 310000 (the “Company”), and YA II PN, LTD., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at the offices of Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, George Town, Cayman Islands exempted limited partnership (the “Investor”). Capitalized terms used and not defined in this Extension have the respective meanings assigned to them in the Agreement.
Exclusive Option AgreementExclusive Option Agreement • July 8th, 2020 • Jiuzi Holdings, Inc.
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of 【】, 2020 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
AGREEMENTSecurities Purchase Agreement • January 5th, 2023 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations
This Agreement, dated as of December 30, 2022 (the “Agreement”), is made by and between Jiuzi Holdings, Inc. (the “Company”) and YA II PN, Ltd. (“YA”), and together with the Company, the “Parties”).
Employment Contract – Qi ZhangEmployment Contract • July 8th, 2020 • Jiuzi Holdings, Inc.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • July 8th, 2020 • Jiuzi Holdings, Inc.
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on 【】, 2020 in Hangzhou, the People’s Republic of China (“China” or the “PRC”).
Share Pledge AgreementShare Pledge Agreement • July 8th, 2020 • Jiuzi Holdings, Inc.
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on 【】, 2020 in Hangzhou, the People’s Republic of China (“China” or the “PRC”):
Termination Agreement Regarding Existing VIE AgreementsTermination Agreement • February 23rd, 2023 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations
This termination agreement regarding the Existing VIE Agreements (the “Agreement”) was signed on , 2022 by the following parties.
WAIVERWaiver • August 30th, 2022 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations
This Waiver, dated as of August 16, 2022 (the “Waiver”), is made by and between Jiuzi Holdings, Inc. (the “Company”) and YA II PN, Ltd. (“YA”), and together with the Company, the “Parties”). Capitalized terms used and not defined in this Waiver have the respective meanings assigned to them in the Securities Purchase Agreement (as defined below).
Employment Contract – Shuibo ZhangEmployment Contract • July 8th, 2020 • Jiuzi Holdings, Inc.
Employment Contract – Kezhen LiEmployment Contract • July 8th, 2020 • Jiuzi Holdings, Inc.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2023 • Jiuzi Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the ___ day of September 2023 by and between Jiuzi Holdings Inc., an exempted company incorporated in the Cayman Islands (the “Company”) and ______________ (the “Purchaser” and together with the Company, the “Parties”).
Director Agreement – Kezhen LiDirector Agreement • July 8th, 2020 • Jiuzi Holdings, Inc.
