KINGTONE WIRELESSINFO SOLUTION HOLDING LTD AND THE BANK OF NEW YORK MELLONDeposit Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD • New York
DEPOSIT AGREEMENT dated as of __________, 2010, among KINGTONE WIRELESSINFO SOLUTION HOLDING LTD, incorporated under the laws of the British Virgin Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2021 • Luokung Technology Corp. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2021, between Luokung Technology Corp., a British Virgin Islands business company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2018 • Luokung Technology Corp. • Services-computer programming services
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 19 day of August, 2018 (the “Effective Date”), by and between Luokung Technology Corp., a British Virgin Islands corporation (the “Company”) and Xuesong Song (the “Executive”), a Chinese citizen.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 26th, 2022 • Luokung Technology Corp. • Services-computer programming services • New York
This letter (this “Agreement”) constitutes the agreement between Luokung Technology Corp. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined in Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.
CALL OPTION AGREEMENTCall Option Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD • New York
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2009 (the “Effective Date”), among __________ with the ID number ______________, a resident of the People’s Republic of China (the “Purchaser”) and Sha Li with the ID number _________________, a resident of Singapore and Xtra Heights Management Ltd incorporated in the British Virgin Islands (the “Xtra”) (Sha Li and Xtra, collectively referred to herein as the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”
CALL OPTION AGREEMENTCall Option Agreement • September 23rd, 2010 • Kingtone Wirelessinfo Solution Holding LTD • Services-computer programming services • New York
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of 15 December 2009 (the “Effective Date”), among Li Tao with the ID number ___________, a resident of the People’s Republic of China (the “Purchaser”) and Sha Li with the ID number ____________, a resident of Singapore and Xtra Heights Management Ltd incorporated in the British Virgin Islands (the “Xtra”) (Sha Li and Xtra, collectively referred to herein as the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2022 • Luokung Technology Corp. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2022, between Luokung Technology Corp., a British Virgin Islands business company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2019 • Luokung Technology Corp. • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 13, 2019 (the “Execution Date”), between Luokung Technology Corp., a corporation incorporated under the laws of the British Virgin Islands (the “Company”), and the investor listed on the Buyer Schedule attached hereto (“Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2019 • Luokung Technology Corp. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January ____, 2019 (the “Effective Date”) by and between Luokung Technology Corp., a British Virgin Islands corporation (the “Company”) and Honbridge Holdings Limited, a Cayman Islands corporation (the “Purchaser”).
SHARE PURCHASE AGREEMENT BY AND AMONG Luokung Technology Corp. Beijing Zhong Chuan Shi Xun Technology Limited Saleya Holdings Limited eMapgo Technologies (Beijing) Co., Ltd. Beijing DMG Infotech Co., Ltd. and The Selling Shareholders Named Herein...Share Purchase Agreement • September 13th, 2019 • Luokung Technology Corp. • Services-computer programming services • Hong Kong
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of [*] , 2019, is entered into by and among (i) Luokung Technology Corp., a company incorporated under the Laws of the British Virgin Islands (the “Purchaser” or the “Issuer”), (ii) Beijing Zhong Chuan Shi Xun Technology Limited (北京中传视讯科技有限公司), a company incorporated under the Laws of the PRC (the “Domestic Purchaser”), (iii) Saleya Holdings Limited, a company incorporated under the Laws of the British Virgin Islands (the “Company”), (iv) the Persons set forth in Schedule A hereto under the column of “Offshore Selling Shareholder” (collectively, the “Offshore Selling Shareholders” and individually an “Offshore Selling Shareholder”), (v) the Persons set forth in Schedule A hereto under the column of “Onshore Selling Shareholder” (collectively, the “Onshore Selling Shareholders” and individually an “Onshore Selling Shareholder”, together with Offshore Selling Shareholders, the “Selling Shareholders” and individually a “Selling Sh
Lease AgreementLease Agreement • January 20th, 2011 • Kingtone Wirelessinfo Solution Holding LTD • Services-computer programming services
Through friendly consultation, the parties reach a consensus on the lease. To specify each party’s rights and responsibilities, the parties hereby enter into the following agreement pursuant to the Contract Law of the People’s Republic of China, (“Agreement”):
ASSET EXCHANGE AGREEMENT BY AND BETWEEN A CORPORATION ORGANIZED UNDER THE LAWS OF THE CAYMAN ISLANDS, KINGTONE WIRELESSINFO SOLUTION HOLDING LTD., A CORPORATION ORGANIZED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS DATED AS OF January 25, 2018Asset Exchange Agreement • April 10th, 2018 • Kingtone Wirelessinfo Solution Holding LTD • Services-computer programming services • New York
This Asset Exchange Agreement (the “Agreement”) is dated as of January 25, 2018 (the “Effective Date”), by and between C MEDIA LIMITED, a corporation organized under the laws of the Cayman Islands (“C Media”), and KINGTONE WIRELESSINFO SOLUTION HOLDING LTD., a corporation organized under the laws of the British Virgin Islands (“Kingtone”). C Media and Kingtone are sometimes referred to herein individually as a “Party” and collectively as the “Parties,” and, if the context requires, a Party may be referred to as either a “Transferring Party” or an “Acquiring Party”, as such terms are defined in Appendix A of this Agreement.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • March 17th, 2021 • Luokung Technology Corp. • Services-computer programming services
Unless otherwise defined or specified herein, capitalized terms used herein shall have the same meanings given in the Share Purchase Agreement entered into by and among the Parties and certain other parties named therein on August 27, 2019 (the “Purchase Agreement”).
Name ID Card Number Share PercentageShareholders’ Voting Proxy Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
ADDENDUM TO ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • October 4th, 2018 • Luokung Technology Corp. • Services-computer programming services • New York
THIS ADDENDUM TO ASSET EXCHANGE AGREEMENT (this “Addendum”) is made as of this 3rd day of October, 2018 (the “Effective Date”), by and among C Media Limited, a corporation organized under the laws of the Cayman Islands (“C Media”), Luokung Technology Corp., a corporation organized under the laws of the British Virgin Islands and formerly known as Kingtone Wirelessinfo Solution Holding Ltd. (“Luokung”), and Topsky Info-tech Holdings Pte Ltd., a corporation organized under the laws of Singapore (“Topsky”). C Media, Luokung and Topsky are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms in this Addendum that are not otherwise defined have the meanings given those terms in the Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of _______________, 2009 between Xi’an Softech Co., Ltd. (the "Company"), a wholly foreign-owned company organized under the law of the People's Republic of China (the "PRC"), and _______________ ("___________", ID No.: _________________). The Company and the Chen Xian Ying are also referred to herein together as the “Parties” and individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2018 • Kingtone Wirelessinfo Solution Holding LTD • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2018, between Redstone YYL Management Limited, a company incorporated in British Virgin Islands (the “Purchaser”), and each selling stockholder identified on the signature pages hereto (each, including its successors and assigns, a “Stockholder” and collectively the “Stockholders”).
EXCLUSIVE TECHNOLOGY SERVICE AGREEMENT BETWEEN XI’AN KINGTONE INFORMATION TECHNOLOGY CO., LTD AND XI’AN SOFTECH CO., LTD December 15, 2009Exclusive Technology Service Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
Xi’an Kingtone Information Technology Co., Ltd (hereinafter referred to as “Kingtone Information”) is an enterprise limited by shares which is incorporated and existing within the territory of China in accordance with the law of the People’s Republic of China. The registration number of its legal and valid Business License is 610131100001233 and the legal registered address is the 3/F of District A, the Industry Office Building, No.181 of Tai Bai Southern Road, Xi’an City, China.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • March 25th, 2021 • Luokung Technology Corp. • Services-computer programming services
Unless otherwise defined or specified herein, capitalized terms used herein shall have the same meanings given in the Share Purchase Agreement entered into by and among the Parties and certain other parties named therein on August 27, 2019 (the “Purchase Agreement”).
ContractPreferred Stock Subscription Agreement • June 29th, 2020 • Luokung Technology Corp. • Services-computer programming services
This “Preferred Stock Subscription Agreement” (hereinafter referred to as “this Agreement”) was signed by the following two parties on June 17, 2020:
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN LUOKUNG TECHNOLOGY CORP. And XUESONG SONGEmployment Agreement • June 9th, 2021 • Luokung Technology Corp. • Services-computer programming services
THIS AMENDMENT (the “Amendment”) to the EMPLOYMENT AGREEMENT (the “Employment Agreement”) entered into as of August 19, 2018 by and between Luokung Technology Corp., a British Virgin Islands exempted company (the “Company”) and Xuesong Song (collectively, the “Parties,” individually, a “Party”).
Exclusive Option AgreementExclusive Option Agreement • October 12th, 2018 • Luokung Technology Corp. • Services-computer programming services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of in Beijing, the People’s Republic of China (the “China” or “PRC”):
Loan AgreementLoan Agreement • June 29th, 2020 • Luokung Technology Corp. • Services-computer programming services • Macau
Except as clearly defined in this agreement, the meaning of other terms shall be consistent with the meaning of the terms used in the share subscription agreement.
Term SheetKingtone Wirelessinfo Solution Holding LTD • April 13th, 2010
Each of the undersigned purchasers (the “Purchasers”) and Sha Li, a Singapore resident (“Seller”), hereby enter into this term sheet (“Term Sheet”) as of 27 October 2009.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 2018 • Luokung Technology Corp. • Services-computer programming services • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of August 25, 2018, by and among LK Technology Ltd., a limited liability company organized under the laws of the British Virgin Islands (“Buyer”), Superengine Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (the “Company”), Harmonious Soar Limited, a limited liability company organized under the laws of British Virgin Islands (“Harmonious”), Genoa Peak Limited, a limited liability company organized under the laws of British Virgin Islands (“Genoa”), Abyss Delight Limited, a limited liability company organized under the laws of British Virgin Islands (“Abyss”), Globalearth Holdings Limited, a limited liability company organized under the laws of British Virgin Islands (“Globalearth” and together with Harmonious, Genoa and Abyss, the “Sellers”), and solely for the purpose of Sections 2.1, 3.2(b) and 4.2(b) herein, Luokung Technology Corp., a company organized under the
Share Subscription AgreementShare Subscription Agreement • March 27th, 2023 • Luokung Technology Corp. • Services-computer programming services
This Share Subscription Agreement (this “Agreement”) is entered into as of March 26, 2023 (the “Signing Date”) in People’s Republic of China (for the purpose of this Agreement, excluding Hong Kong, Macao and Taiwan, the “PRC”) by and between:
EXCLUSIVE OPTION AGREEMENT AMONG XI’AN SOFTECH CO., LTD AND XI’AN TECHTEAM INVESTMENT HOLDING GROUP COMPANY SHENZHEN CAPITAL GROUP CO., LTD XI’AN HONGTU CAPITAL CO., LTD SHAANXI YUANXING SECIENCE AND TECHNOLOGY CO., LTDExclusive Option Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
Party B: Li Tao and other seventeen individuals (collectively, the “Individual Shareholders”), the specific list of the Individual Shareholders is referred herero as Exhibit A
WAIVERWaiver • September 21st, 2021 • Luokung Technology Corp. • Services-computer programming services
This Waiver (this “Waiver”) is entered into as of the 19th day of September, 2021, by and between Luokung Technology Corp., a British Virgin Islands business company (the “Company”) and the investor signatory hereto (the “Investor”), with reference to the following facts:
Loan AgreementLoan Agreement • January 20th, 2016 • Kingtone Wirelessinfo Solution Holding LTD • Services-computer programming services
The Borrower has asked for a loan from the Lender due to its capital requirement, based on the negotiation of the Borrower and Lender, the agreement is hereby concluded as follows:
Loan ContractKingtone Wirelessinfo Solution Holding LTD • April 13th, 2010
This Contract is made in line with the Contract Law of the People's Republic of China and The General Provisions of Loans of the People's Bank of China to specify the rights and obligations of parties involved.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • October 17th, 2019 • Luokung Technology Corp. • Services-computer programming services
Unless otherwise defined or specified herein, capitalized terms used herein shall have the same meanings given in the Share Purchase Agreement entered into by and among the Parties and certain other parties named therein on August 27, 2019 (the “Purchase Agreement”).
ENTRUSTED MANAGEMENT AGREEMENT BETWEENEntrusted Management Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
Xi’an Softech Co., Ltd, a wholly foreign-owned enterprise registered in Xi’an; and the registration number of its legal and valid Business License is 610100400006807;
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 29th, 2010 • Kingtone Wirelessinfo Solution Holding LTD • Services-computer programming services • New York
This AGREEMENT is made as of the 23rd day of April 2010 (the “Agreement”), by and between KINGTONE WIRELESSINFO SOLUTION HOLDING LTD, a British Virgin Islands corporation (the “Company”), and Ying Yang, an individual resident of Colorado, USA (the “Executive”).
Equity Interest Pledge AgreementInterest Pledge Agreement • October 12th, 2018 • Luokung Technology Corp. • Services-computer programming services
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on in Beijing, the People’s Republic of China (the “China” or “PRC”):
Land Use Right and Housing Ownership Transfer AgreementOwnership Transfer Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
WHEREAS, Party A, Shaanxi Aoda Property Co., Ltd. possesses the land use right of Building No. 17, including the building itself and its annex, located at Beilin Industrial Park, Huoju Road, Gaoxin District, Xi’an, which are free of any mortgage, pledge, and disputes, and can be freely transferred; Party A is willing to transfer. Party B, Xi’an Kingtone Information Technology Co., Ltd, a Hi-Tech stock company mainly engaged in the research and development of wireless video software and hardware, is willing to purchase the land-use rights of the building, the building itself and its annex in accordance with Party B’s development.
