Top KingWin LTD Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 18th, 2023 • Top KingWin LTD • Services-business services, nec • New York

This Indemnification Agreement (this “Agreement”) is entered into as of [●] by and between Top KingWin Ltd, 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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TOP KINGWIN LTD UNDERWRITING AGREEMENT
Underwriting Agreement • January 18th, 2023 • Top KingWin LTD • Services-business services, nec • New York
EMPLOYMENT AGREEMENT
Employment Agreement • August 20th, 2024 • Top KingWin LTD • Services-business services, nec • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 19, 2024 (the “Effective Date”), by and between TOP KINGWIN LTD, a Cayman Islands exempted company (the “Company”) and JIE YANG, 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 direct and indirect subsidiaries (collectively, the “Group”).

List of Sales Agreements
Sales Agreement • May 16th, 2023 • Top KingWin LTD • Services-business services, nec

According to “Civil Code of the People’s Republic of China” and relevant laws and regulations, after friendly consultation, both parties reach the following agreement for mutual compliance, regarding Party A’s engagement of Party B’s financing consultant.

Top KingWin Ltd.
Director Offer Letter • October 11th, 2024 • Top KingWin LTD • Services-business services, nec • New York

Top KingWin Ltd., a company incorporated in the Cayman Islands (the “Company”), is pleased to offer you a position as a director of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a director of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

TOP KINGWIN LTD UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2023 • Top KingWin LTD • Services-business services, nec • New York
List of Sales Agreements
Sales Agreement • May 16th, 2023 • Top KingWin LTD • Services-business services, nec

According to “Civil Code of the People’s Republic of China” and relevant laws and regulations, after friendly consultation, both parties reach the following agreement for mutual compliance, regarding Party A’s engagement of Party B’s financing consultant.

List of Sales Agreements
Sales Agreement • January 18th, 2023 • Top KingWin LTD • Services-business services, nec

According to “Civil Code of the People’s Republic of China” and relevant laws and regulations, after friendly consultation, both parties reach the following agreement for mutual compliance, regarding Party A’s engagement of Party B’s financing consultant.

PREMISES LEASE CONTRACT
Premises Lease Contract • January 18th, 2023 • Top KingWin LTD • Services-business services, nec

Party A and B have, in respect of leasing the legitimate premises owned by Party A to Party B reached an agreement through friendly consultation to conclude the following contract.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 16th, 2024 • Top KingWin LTD • Services-business services, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 25, 2024, is by and among Top KingWin Ltd., an exempted company incorporated under the laws of the Cayman Islands with offices located at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donguan Street, Panyu District, Guangzhou, Guangdong Province, China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Loan Agreement
Loan Agreement • October 12th, 2022 • Top KingWin LTD • Services-business services, nec
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 26th, 2024 • Top KingWin LTD • Services-business services, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of [ ], 2024, is by and among Top KingWin Ltd., an exempted company incorporated under the laws of the Cayman Islands with offices located at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donguan Street, Panyu District, Guangzhou, Guangdong Province, China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Share Sale and Transfer Agreement
Share Sale and Transfer Agreement • December 20th, 2023 • Top KingWin LTD • Services-business services, nec

This Share Sale and Transfer Agreement (hereinafter referred to as “this Agreement”) is entered into on December 20, 2023 in Shenzhen, Guangdong Province, China, by and between the following parties:

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