INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2021 • Chanson International Holding • Food and kindred products • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Chanson International Holding, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 17th, 2024 • Chanson International Holding • Food and kindred products • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2021 • Chanson International Holding • Food and kindred products • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], by and between Chanson International Holding, a company incorporated and existing under the laws of 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”).
CHANSON INTERNATIONAL HOLDING UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2023 • Chanson International Holding • Food and kindred products • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2024 • Chanson International Holding • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 13, 2024, between Chanson International Holding, an exempted company with limited liability and incorporated 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”).
Working Capital Loan ContractWorking Capital Loan Contract • April 30th, 2024 • Chanson International Holding • Food and kindred products
Postal Code: 830000 Tel.: [*] Basic Account Opening Bank: Urumqi Renmin Road Sub-branch of China Construction Bank Legal Representative: Baolin Wang Fax: None Account No.: [*]
CALL OPTION AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF OPERATOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] CALL OPTION AGREEMENTCall Option Agreement • March 20th, 2023 • Chanson International Holding • Food and kindred products
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into as of [Date of Agreement] (“SIGNING DATE”) in Urumqi, Xinjiang, the People’s Republic of China (“CHINA” or the “PRC”) by and between the following Parties:
ContractPurchase Warrant Agreement • April 3rd, 2023 • Chanson International Holding • Food and kindred products • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF one hundred and eighty (180) DAYS FOLLOWING THE date of commencement of sales of the offering PURSUANT TO THE REGISTRATION STATEMENT NO.: 333-254909 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) exercise, SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN (i) an underwriter or a selected dealer in connection with the offering, or (ii) bona fide OFFICERS OR PARTNERS OF any such underwriter or selected dealer, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA (as defined below) CONDUCT RULE 5110(E)(1), or (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EX
EXCLUSIVE SERVICE AGREEMENT BETWEEN XINJIANG UNITED FAMILY TRADING CO., LTD AND [NAME OF OPERATOR] ON [NAME OF BAKERY] [Date of Agreement] EXCLUSIVE SERVICE AGREEMENTExclusive Service Agreement • March 20th, 2023 • Chanson International Holding • Food and kindred products
This EXCLUSIVE SERVICE AGREEMENT (this “AGREEMENT”) is entered into as of [Date of Agreement](“SIGNING DATE”) in Urumqi, Xinjiang, the People’s Republic of China (“CHINA” or the “PRC”) by and between the following two Parties:
ContractPurchase Warrant Agreement • August 27th, 2021 • Chanson International Holding • Food and kindred products • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) UNIVEST SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF UNIVEST SECURITIES, LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
OPERATING RIGHTS PROXY AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF OPERATOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] OPERATING RIGHTS PROXY AGREEMENTOperating Rights Proxy Agreement • September 2nd, 2022 • Chanson International Holding • Food and kindred products
This OPERATING RIGHTS PROXY AGREEMENT (this “AGREEMENT”) is entered into as of [Date of Agreement] (“SIGNING DATE”) in Urumqi, Xinjiang, the People’s Republic of China (“CHINA” or the “PRC”) by and between the following parties:
PLEDGE AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF PLEDGOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] PLEDGE AGREEMENTPledge Agreement • September 2nd, 2022 • Chanson International Holding • Food and kindred products
This PLEDGE AGREEMENT (hereinafter, this “AGREEMENT”) is entered into in Urumqi, Xinjiang, the People’s Republic of China (hereinafter, “PRC”) as of [Date of Agreement] (the “SIGNING DATE”) by and between the following parties:
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • September 17th, 2024 • Chanson International Holding • Food and kindred products • New York
This AMENDMENT TO ESCROW AGREEMENT (this “Agreement”) made as of this 13th day of September 2024, by and among Chanson International Holding, a Cayman Islands exempted company (the “Issuer”), having an address at B9 Xinjiang Chuangbo Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017; Joseph Stone Capital, LLC, having an address at 585 Stewart Ave Suite L-60C, Garden City, NY 11530 (the “Placement Agent”); and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”).
AMENDMENT NO. 1 TO CLASS A ORDINARY SHARE PURCHASE WARRANT CHANSON INTERNATIONAL HOLDINGClass a Ordinary Share Purchase Warrant • September 25th, 2024 • Chanson International Holding • Food and kindred products • New York
THIS AMENDMENT NO. 1 TO CLASS A ORDINARY SHARE PURCHASE WARRANT (this “Amendment”), is entered into as of September 24, 2024 between Chanson International Holding, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and [ ] (the “Warrantholder”).
PLEDGE AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF PLEDGOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] PLEDGE AGREEMENTPledge Agreement • August 23rd, 2024 • Chanson International Holding • Food and kindred products
This PLEDGE AGREEMENT (hereinafter, this “AGREEMENT”) is entered into in Urumqi, Xinjiang, the People’s Republic of China (hereinafter, “PRC”) as of [Date of Agreement] (the “SIGNING DATE”) by and between the following parties:
CALL OPTION AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF OPERATOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] CALL OPTION AGREEMENTCall Option Agreement • August 23rd, 2024 • Chanson International Holding • Food and kindred products
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into as of [Date of Agreement] (“SIGNING DATE”) in Urumqi, Xinjiang, the People’s Republic of China (“CHINA” or the “PRC”) by and between the following Parties:
OPERATING RIGHTS PROXY AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF OPERATOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] OPERATING RIGHTS PROXY AGREEMENTOperating Rights Proxy Agreement • August 23rd, 2024 • Chanson International Holding • Food and kindred products
This OPERATING RIGHTS PROXY AGREEMENT (this “AGREEMENT”) is entered into as of [Date of Agreement] (“SIGNING DATE”) in Urumqi, Xinjiang, the People’s Republic of China (“CHINA” or the “PRC”) by and between the following parties:
Lease ContractLease Contract • August 27th, 2021 • Chanson International Holding • Food and kindred products
To strengthen the cooperation on the premises leasing and clarify the rights and obligations of both parties, Party A and Party B have reached an agreement to conclude the following contract under the “Civil Code of the People’s Republic of China” and the relevant regulations, based on the principles of equality, voluntariness, and mutual benefit.
Operating Rights Counter Guarantee AgreementGuarantee Agreement • September 30th, 2020 • RON Holding LTD • Food and kindred products
Because Party B and Urumqi Youhao Road Sub-Branch of Huaxia Bank Co., Ltd. (hereinafter referred to as the “Creditor”) have signed the Working Capital Loan Agreement which number is [*] (hereinafter referred to as the “financing business agreement), Party A is willing to provide guarantee to the Creditor for the debts of Party B formed under the financing business agreement, for this reason, Party A and Party B signed the Guarantee Agreement which number is [*], and signed the Guarantee Agreement No. [*] with the Creditor (hereinafter referred to as the “guarantee agreement”), it is agreed that the type of financing business provided by A to the Creditor shall be working capital loan, guarantee of the principal amount of the creditor’s right is (in words) fifteen million yuan. This agreement is concluded by consensus between Party A and Party B in accordance with the provisions of national law as follows:
PREFUNDED CLASS A ORDINARY SHARE PURCHASE WARRANT CHANSON INTERNATIONAL HOLDINGWarrant Agreement • August 23rd, 2024 • Chanson International Holding • Food and kindred products • New York
THIS PREFUNDED CLASS A 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Chanson International Holding, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), up to ______ Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Working Capital Loan Agreement No.: [*]Working Capital Loan Agreement • April 30th, 2024 • Chanson International Holding • Food and kindred products
The borrower and the lender, having negotiated on equal terms, have reached an agreement regarding the issuance of a working capital loan, hereby establishing this contract.
OPERATING RIGHTS PROXY AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF OPERATOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] OPERATING RIGHTS PROXY AGREEMENTOperating Rights Proxy Agreement • March 20th, 2023 • Chanson International Holding • Food and kindred products
This OPERATING RIGHTS PROXY AGREEMENT (this “AGREEMENT”) is entered into as of [Date of Agreement] (“SIGNING DATE”) in Urumqi, Xinjiang, the People’s Republic of China (“CHINA” or the “PRC”) by and between the following parties:
EXCLUSIVE SERVICE AGREEMENT BETWEEN XINJIANG UNITED FAMILY TRADING CO., LTD AND [NAME OF OPERATOR] ON [NAME OF BAKERY] [Date of Agreement] EXCLUSIVE SERVICE AGREEMENTExclusive Service Agreement • August 23rd, 2024 • Chanson International Holding • Food and kindred products
This EXCLUSIVE SERVICE AGREEMENT (this “AGREEMENT”) is entered into as of [Date of Agreement](“SIGNING DATE”) in Urumqi, Xinjiang, the People’s Republic of China (“CHINA” or the “PRC”) by and between the following two Parties:
Mortgage Counter-guarantee AgreementMortgage Counter-Guarantee Agreement • September 30th, 2020 • RON Holding LTD • Food and kindred products
Because Party B and Urumqi Youhao Road Sub-Branch of Huaxia Bank Co., Ltd. (hereinafter referred to as the “Creditor”) have signed the Working Capital Loan Agreement which number is [*] (hereinafter referred to as the “financing business agreement), Party A is willing to provide guarantee to the Creditor for the debts of Party B formed under the financing business contract, for this reason, Party A and Party B signed the Guarantee Agreement which number is [*], and signed the Guarantee Agreement No. [*] with the Creditor (hereinafter referred to as the “guarantee agreement”), it is agreed that the type of financing business provided by A to the Creditor shall be working capital loan, guarantee of the principal amount of the creditor’s right is (in words) fifteen million yuan. This agreement is concluded by consensus between Party A and Party B in accordance with the provisions of national law as follows:
PLEDGE AGREEMENT ON [NAME OF BAKERY] BETWEEN [NAME OF PLEDGOR] AND XINJIANG UNITED FAMILY TRADING CO., LTD [Date of Agreement] PLEDGE AGREEMENTPledge Agreement • March 20th, 2023 • Chanson International Holding • Food and kindred products
This PLEDGE AGREEMENT (hereinafter, this “AGREEMENT”) is entered into in Urumqi, Xinjiang, the People’s Republic of China (hereinafter, “PRC”) as of [Date of Agreement] (the “SIGNING DATE”) by and between the following parties:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 23rd, 2024 • Chanson International Holding • Food and kindred products • New York
CLASS A ORDINARY SHARE PURCHASE WARRANT CHANSON INTERNATIONAL HOLDINGClass a Ordinary Share Purchase Warrant • August 23rd, 2024 • Chanson International Holding • Food and kindred products • New York
THIS CLASS A 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 Chanson International Holding, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), up to ______ Class A Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A 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”) sha
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2024 • Chanson International Holding • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September [ ], 2024, between Chanson International Holding, an exempted company with limited liability and incorporated 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”).
Guarantee AgreementGuarantee Agreement • September 30th, 2020 • RON Holding LTD • Food and kindred products
Party A entrusts Party B to guarantee, Party B agrees and decides to guarantee after study. The parties hereby enter into this agreement by mutual agreement in accordance with the provisions of the Guarantee Law of the People’s Republic of China, the Contract Law of the People’s Republic of China and other relevant laws.
Premises Use AgreementPremises Use Agreement • September 30th, 2020 • RON Holding LTD • Food and kindred products
According to the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A and Party B have reached the following agreement through friendly negotiation on the basis of equality and voluntariness:
