REGISTRATION RIGHTS AGREEMENTRegistration 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”).
GUARANTYGuaranty • 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).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
SHAREHOLDER PLEDGE AGREEMENTShareholder 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”).
SECURITY AND PLEDGE AGREEMENTSecurity 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”);
