SHARE PURCHASE AGREEMENT dated as of December 16, 2024 by and among ZHIBAO TECHNOLOGY INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • December 20th, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among ZHIBAO TECHNOLOGY INC., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at Floor 3, Building 6, Wuxing Road, Lane 727 Pudong New Area, Shanghai, China, 201204 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among ZHIBAO TECHNOLOGY INC., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at Floor 3, Building 6, Wuxing Road, Lane 727 Pudong New Area, Shanghai, China, 201204 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
CLASS A ORDINARY SHARES PURCHASE WARRANT ZHIBAO TECHNOLOGY INC.Security Agreement • December 20th, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service
THIS CLASS A ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 16, 2024 (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York, NY time) on December 16, 2029 or such later date as the term has been extended pursuant to Section 2(e) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), up to 240,000 shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WAIVER AGREEMENTWaiver Agreement • December 20th, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service
This Waiver Agreement (this “Waiver”), dated as of December 16, 2024, is made by and between Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), and ___________ (the “Holder”).
