EShallGo Inc. Sample Contracts

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • June 3rd, 2022 • EShallGo Inc. • Services-equipment rental & leasing, nec

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of in , the People’s Republic of China (“China” or the “PRC”):

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EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • June 3rd, 2022 • EShallGo Inc. • Services-equipment rental & leasing, nec

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on in , the People’s Republic of China (“China” or the “PRC”):

EMPLOYMENT AGREEMENT
Employment Agreement • June 3rd, 2022 • EShallGo Inc. • Services-equipment rental & leasing, nec • New York

This Employment Agreement (the “AGREEMENT”) is made and entered into on by and between (the “EXECUTIVE”) and EShallGo Inc., a Cayman Islands company (the “COMPANY”).

ESHALLGO INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 2024 • EShallGo Inc. • Services-equipment rental & leasing, nec • New York

The undersigned, Eshallgo Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with US Tiger Securities, Inc. as the representative of the several underwriters named in Schedule A (the “Representative,” each an “Underwriter ”and collectively, the “Underwriters” ) to issue and sell to the Underwriters 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.”

Translation of Framework Agreement for Commissioned Installation, Distribution and Maintenance Services
Framework Agreement for Commissioned Installation, Distribution and Maintenance Services • April 27th, 2023 • EShallGo Inc. • Services-equipment rental & leasing, nec

According to the Contract Law of the People's Republic of China and relevant laws and regulations, through negotiation, both parties have reached the following framework agreement on services such as entrusted distribution, installation, commissioning and maintenance in the region:

ESHALLGO INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 27th, 2023 • EShallGo Inc. • Services-equipment rental & leasing, nec • New York
Translation of Tripartite Agreement of Copier Distributor
Tripartite Agreement • April 27th, 2023 • EShallGo Inc. • Services-equipment rental & leasing, nec
Translation of Sales and Maintenance Agreement of Sharp Copier System
Sales and Maintenance Agreement • April 27th, 2023 • EShallGo Inc. • Services-equipment rental & leasing, nec

Whereas Sharp Trading (China) Co., Ltd. (hereinafter referred to as "Party A"), Sharp Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Party B"), Sharp Office Equipment (Changshu) Co., Ltd. (hereinafter referred to as "Party C") and Junzhang Digital Technology (Shanghai) Co., Ltd. (hereinafter referred to as Party D), with regard to Party D's role as a non-exclusive agent distributor of Sharp copier products in specific areas (limited to Chinese mainland) in the People's Republic of China (hereinafter referred to as "China"), this agreement is concluded on the sale, installation, repair and regular maintenance ("after-sales service") of the black-and-white and color multifunction machines, copiers and related products (hereinafter referred to as "commodities") produced by Party C and distributed by Party A/Party B in China according to the following contents.

EXCLUSIVE BUSINESS COOPERATION AGREEMENT
Exclusive Business Cooperation Agreement • June 3rd, 2022 • EShallGo Inc. • Services-equipment rental & leasing, nec

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on in , the People’s Republic of China (“China” or the “PRC”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 29th, 2024 • EShallGo Inc. • Services-equipment rental & leasing, nec

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2024, is made by and between [ ] (the “Investor”), and Eshallgo Inc, an exempted company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 29th, 2024 • EShallGo Inc. • Services-equipment rental & leasing, nec

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2024, is between Eshallgo Inc, an exempted company incorporated under the laws of the Cayman Islands, with principal executive offices located at No. 37, Haiyi Villa, Lane 97, Songlin Road,Pudong New District,Shanghai, China 200120 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

SUPPLEMENTARY AGREEMENT IN CONNECTION WITH EXCLUSIVE BUSINESS COOPERATION AGREEMENT
Exclusive Business Cooperation Agreement • April 27th, 2023 • EShallGo Inc. • Services-equipment rental & leasing, nec

This SUPPLEMENTARY AGREEMENT IN CONNECTION WITH Exclusive Business Cooperation Agreement (this “Supplementary Agreement”) is made and entered into by and between the following parties on December 3, 2021 in Shanghai, the People’s Republic of China (“China” or the “PRC”).

Share Purchase Agreement
Share Purchase Agreement • December 20th, 2024 • EShallGo Inc. • Services-equipment rental & leasing, nec

Party C is a limited liability company incorporated and currently in good standing under the laws and regulations of the Hong Kong Special Administrative Region (HKSAR) with the registered address in 6th Centre Floor 181-185 Gloucester Road Wanchai Hong Kong on February 24, 2014.

ESHALLGO INC UNDERWRITING AGREEMENT
Underwriting Agreement • July 3rd, 2024 • EShallGo Inc. • Services-equipment rental & leasing, nec • New York

The undersigned, Eshallgo Inc, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with US Tiger Securities, Inc. and Kingswood Capital Partners, LLC (collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of 1,250,000 class A ordinary shares with par value of $0.0001 each of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

SUPPLEMENTARY AGREEMENT IN CONNECTION WITH EXCLUSIVE BUSINESS COOPERATION AGREEMENT
Exclusive Business Cooperation Agreement • April 27th, 2023 • EShallGo Inc. • Services-equipment rental & leasing, nec

This SUPPLEMENTARY AGREEMENT IN CONNECTION WITH Exclusive Business Cooperation Agreement (this “Supplementary Agreement”) is made and entered into by and between the following parties on July 30, 2021 in Shanghai, the People’s Republic of China (“China” or the “PRC”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 20th, 2024 • EShallGo Inc. • Services-equipment rental & leasing, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Purchase Agreement”) is made this ___________ day of _________, 2024, between Eshallgo Inc. (the "Company"), a Cayman Islands company, and CS Asia Opportunities Master Fund (the “Purchaser”), to enter into this transaction for the Company to sell and the Purchaser to buy the Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of the Company in reliance upon an exemption from registration under the federal securities laws and Regulation S as promulgated by the United States Securities and Exchange Commission (the “SEC”).

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