Golden Sun Education Group LTD Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services • New York

This Indemnification Agreement (this “Agreement”) is entered into as of by and between Golden Sun Education Group Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 4th, 2021 • Golden Sun Education Group LTD • Services-educational services • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], 2021, by and between Golden Sun Education Group Limited, 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 subsidiaries and affiliates (collectively, the “Group”).

GOLDEN SUN EDUCATION GROUP LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • April 1st, 2022 • Golden Sun Education Group LTD • Services-educational services • New York

The undersigned, Golden Sun Education Group Limited, 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 $1.00, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

Power of Attorney
Power of Attorney • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services • Hong Kong

This entrustment agreement (hereinafter referred to as “this Agreement”) is signed by and between the following parties on March 1, 2019.

Business operation agreement
Business Operation Agreement • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services • Hong Kong

This business operation agreement (hereinafter referred to as “this Agreement”) is signed by and between the following parties on March 1, 2019.

Agreement on Cooperative Education
Cooperative Education Agreement • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services

For the common development of education, Party A and Party B specially hold a comprehensive high school class (TV technical secondary school class), and now reach the following agreement:

Equity transfer agreement
Equity Transfer Agreement • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services

Transferee: Wenzhou golden sun Education Development Co., Ltd. (unified social credit no: ) (hereinafter referred to as Party B) According to the resolution of the Council of Yangfushan cultural tutorial school in Ouhai District of Wenzhou City on January 18, 2019, Party A and Party B reached the following agreement on the transfer of Party A's property share in the unit in the conference room of Yangfushan cultural Tutorial school in Ouhai District, Wenzhou on January 18, 2019:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2024, is by and among Golden Sun Health Technology Group Limited, a company organzied under the laws of Cayman Islands with principal executive office located at Room 503, Building C2, No. 1599 Xinjinqiao Road, Pudong New Area, Shanghai, China (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

Wenzhou Longwan art school entrusts Shanghai Golden Sun Education Group School management agreement
School Management Agreement • March 30th, 2021 • Golden Sun Education Group LTD • Services-educational services

The entrusting party is Wenzhou Longwan District art school, hereinafter referred to as Party A; the entrusted party is Shanghai Golden Sun Education Group Co., Ltd., hereinafter referred to as Party B; according to the contract law of the people’s Republic of China and relevant laws and regulations and the resolution of the board of directors of Longwan District art school on April 27, 2015, through equal consultation among Party A, Party B and Party C, Shanghai Golden Sun Education Group Co., Ltd. is entrusted to Longwan District art school The following agreement has been reached on the school management of Yu Group Co., Ltd

Contract for Loans of Working capital
Loan Agreement • February 8th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services • Zhejiang
EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • February 8th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services

After friendly negotiations, the transferor and the transferee have signed the following agreement regarding the transfer of their equity in Zhejiang Kangyuan Medical Technology Co., Ltd. to the transferee:

Wenzhou Longwan art school entrusts Shanghai Golden Sun Education Group School management agreement
School Management Agreement • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services

The entrusting party is Wenzhou Longwan District art school, hereinafter referred to as Party A; the entrusted party is Shanghai Golden Sun Education Group Co., Ltd., hereinafter referred to as Party B; according to the contract law of the people’s Republic of China and relevant laws and regulations and the resolution of the board of directors of Longwan District art school on April 27, 2015, through equal consultation among Party A, Party B and Party C, Shanghai Golden Sun Education Group Co., Ltd. is entrusted to Longwan District art school The following agreement has been reached on the school management of Yu Group Co., Ltd

GUARANTY
Guaranty • December 6th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services • New York

This GUARANTY, dated as of October 28 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Zion Asset Management Limited and Brixton GSH Fund LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).

Exclusive Option Agreement
Exclusive Option Agreement • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services • Hong Kong

This exclusive right to purchase agreement (hereinafter referred to as “this Agreement”) is made and entered into on March 1, 2019 by and between the following parties.

EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • February 8th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services

After friendly negotiations between the transferor and the transferee, the transferor has decided to transfer their equity in Wenzhou Fuyouyuan Health Management Co., Ltd. to the transferee.

Accounts receivable pledge contract
Accounts Receivable Pledge Contract • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services • Hong Kong

In order to ensure the realization of the creditor’s principal creditor’s rights in Article 1 of this contract, the pledgor is willing to provide pledge guarantee to the pledgee. In order to clarify the rights and obligations of both parties, according to the contract law of the people’s Republic of China, the security law of the people’s Republic of China, the property law of the people’s Republic of China and other relevant laws and regulations, both parties are willing to provide pledge guarantee to the pledgee On the basis of this contract, both parties shall be bound to abide by the contract.

Agreement on Concerted Action
Agreement on Concerted Action • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services

This Agreement on Concerted Action (hereinafter referred to as "this Agreement") is signed by and between the following parties in Lucheng District, Wenzhou City, China on June 28, 2020:

EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • February 8th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services

Seller: Shanghai Daizong Business Consulting Co., Ltd., a limited liability company registered in Shanghai according to the laws of the People’s Republic of China. The existing shareholders (or “original shareholders”) and their shareholding ratios:90% held by Shen Daihua and 10% held by Zhao Ziqing (Shen Daihua and Zhao Ziqing are married)

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 6th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 28, 2024, by and among Golden Sun Health Technology Group Limited, a Cayman Islands corporation, with its principal office located at Room 503, Building C2, No. 1599, Xinjinqiao Road, Pudong New Area, Shanghai, China (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

WENZHOU MINSHANG BANK Fixed Assets Loan Aontract (2022 small and micro business edition)
Fixed Assets Loan Contract • February 8th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services

Special note: This contract is concluded by the BorrowerLender and the Borrower on the basis of equality and voluntary negotiation. All the terms of the contract are true expressions of the intention of both parties. In order to safeguard the legitimate rights and interests of the Borrower, the Lender hereby requests the Borrower to pay full attention to all the provisions of the rights and obligations of both parties, especially the black body part.

SHAREHOLDER PLEDGE AGREEMENT
Shareholder Pledge Agreement • December 6th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services

SHAREHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of October 28, 2024, made by and between Mr. Xueyuan Weng (the “Pledgor”), Golden Sun Health Technology Group Limited, a company organized under the laws of Cayman Islands, with principal executive office located at Room 503, Building C2, No. 1599 Xinjinqiao Road, Pudong New Area, Shanghai, China (the “Company”), and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).

EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • February 8th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services

This equity transfer agreement (this “Agreement”) is signed on April 10, 2023 by the following parties in Lucheng District, Wenzhou City:

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SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • December 6th, 2024 • Golden Sun Health Technology Group LTD • Services-educational services • New York

WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of October 28, 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);

Exclusive education consulting and service agreement
Exclusive Education Consulting and Service Agreement • December 18th, 2020 • Golden Sun Education Group LTD • Services-educational services • Hong Kong

This exclusive educational consultation and service agreement (hereinafter referred to as this “Agreement”) is signed by and between the following parties on March 1, 2019.

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