UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions • New York
The undersigned, Sole Elite Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGREEMENTWarrant Agreement • November 5th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions • New York
This Warrant Agreement (this “Agreement”) is made as of _________ __, 2015 between Sole Elite Group Limited, a Cayman Islands corporation, with offices at Wuli Industrial Park, Jinjiang, Fujian Province 3633000, PRC (“Company”), and Continental Stock Transfer & Trust Company LLC, with offices at 17 Battery Place, New York, NY 10004 (“Warrant Agent”).
Share Transfer AgreementShare Transfer Agreement • November 5th, 2015 • Sole Elite Group LTD • Wholesale-apparel, piece goods & notions
Whereas Party A, as the sole investor, incorporated Jinjiang Yiheng Shoes Material Co., Ltd. (hereinafter referred to as the “Company”) in Quanzhou, Fujian, P.R.C. and for the need of development, Party A is planning to transfer all the shares of the Company to Party B, this Share Transfer Agreement is hereby entered into regarding relevant matters with contents as follows:
Dated February 4, 2015 MA ZHUMEI and Sole Elite Group Limited Share Exchange AgreementSole Elite Group LTD • November 5th, 2015 • Wholesale-apparel, piece goods & notions
A The HK Shareholder is the legal and beneficial owner of all of the issued shares in Max Regal Holdings Limited, a company incorporated in Hong Kong Special Administrative Region (HKSAR) with company number 2150195 (HK Co.).
