DEPOSIT AGREEMENT by and among HEXINDAI INC. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], [year]Deposit Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors • New York
DEPOSIT AGREEMENT, dated as of , 2017, by and among (i) HEXINDAI INC., a company organized under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Exclusive Option AgreementExclusive Option Agreement • July 30th, 2018 • Hexindai Inc. • Finance lessors
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 1, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • July 30th, 2018 • Hexindai Inc. • Finance lessors
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 1, 2018in Beijing, the People’s Republic of China (“China” or the “PRC”):
FORM OF ORDINARY SHARES PURCHASE WARRANT AKSO HEALTH GROUPAkso Health Group • November 17th, 2023 • Services-business services, nec
THIS 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 ________, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akso Health Group, a Cayman Islands company (the “Company”), up to one Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one ordinary share, par value $ US$0.0001 per share , (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase up to one Ordinary Share, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of October 2, 2023 among the Company and the purchasers signatory thereto, as amend
Loan AgreementLoan Agreement • July 30th, 2018 • Hexindai Inc. • Finance lessors
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of January 1,2018 in Beijing, China:
ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors • New York
THIS AGREEMENT (this “Agreement”) is made this , 2017 by and among Hexindai Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • July 30th, 2018 • Hexindai Inc. • Finance lessors
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 1, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 20 , by and between Hexindai Inc., an exempted Cayman Islands company (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on 1st November, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):
HEXINDAI INC. 2016 EQUITY INCENTIVE PLAN OPTION AGREEMENTOption Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors
THIS OPTION AGREEMENT (this “Option Agreement”), dated , by and between Hexindai Inc., an exempted company incorporated with limited liability under the Companies Law of the Cayman Islands (the “Company”), and (the “Participant”) evidences the option (the “Option”) granted by the Company to the Participant as to the number of the Company’s Ordinary Shares, par value US$0.0001 per share (the “Ordinary Shares”), first set forth below.
FORM OF ORDINARY SHARES PURCHASE WARRANT AKSO HEALTH GROUPAkso Health Group • January 22nd, 2024 • Services-business services, nec
THIS 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 ________, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akso Health Group, a Cayman Islands company (the “Company”), up to one Ordinary Share (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one ordinary share, par value $ US$0.0001 per share, (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase up to one Ordinary Share, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of January 17, 2024 among the Company and the purchasers signatory thereto, as amend
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 25th, 2023 • Akso Health Group • Services-business services, nec • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of May 10, 2023 by and among (i) Umbrella Capital Investment Co., Ltd, a BRITISH VIRGIN ISLANDS company (the “Purchaser”), (ii) HX Asia Investment Limited, a British Virgin Islands company (“HX Asia”), HX China Investment Limited, a British Virgin Islands company (“HX China”), and Hexindai Hong Kong Limited, a Hong Kong company (“Hexindai” and together with HX Asia and HX China, the “Targets”), and (iii) Akso Health Group, a Cayman Islands exempt company (“Akso” or the “Seller”). The Purchaser, the Targets and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
UNDERWRITING AGREEMENT between HEXINDAI INC. (a Cayman Islands exempted limited liability company) and NETWORK 1 FINANCIAL SECURITIES, INC.Underwriting Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors • New York
The undersigned, Hexindai Inc., a Cayman Islands exempted limited liability company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Network 1 Financial Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2024 • Akso Health Group • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of March [*], 2024 (the “Effective Date”), is by and between Akso Health Group, a Cayman Islands exempted company with its principal office at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China (Shandong) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Each of the Purchasers and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.
Business Cooperation Framework AgreementBusiness Cooperation Framework Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors
This Business Cooperation Framework Agreement (this “Agreement”) is made and entered into by and among the following parties on March 17, 2017 (the “Date of Execution”), in Beijing, the People’s Republic of China (the “PRC”).
Equity Interest Pledge AgreementInterest Pledge Agreement • July 28th, 2021 • Xiaobai Maimai Inc. • Finance lessors
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 1, 2020 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Framework Agreement on Insurance CooperationFramework Agreement • September 29th, 2017 • Hexindai Inc. • Finance lessors
In order to promote the integrated development of the business of Chang An Property And Liability Insurance Ltd. Beijing Branch(hereinafter referred to as “Party A”) and Hexin E-commerce Co., Ltd. (hereinafter referred to as “Party B”), Party A and Party B have reached the following agreement for win-win purpose based on friendly cooperation.
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • January 26th, 2021 • Xiaobai Maimai Inc. • Finance lessors
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 1, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Exclusive Option AgreementExclusive Option Agreement • August 14th, 2020 • Hexindai Inc. • Finance lessors
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 1, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Amendment to SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 13th, 2021 • Xiaobai Maimai Inc. • Finance lessors • New York
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of September [ ], 2021, by and among Xiaobai Maimai Inc., a Cayman Islands company (the “Company”), and each purchaser identified on the signature page hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 14th, 2020 • Hexindai Inc. • Finance lessors
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on 【August 1】, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • July 28th, 2021 • Xiaobai Maimai Inc. • Finance lessors
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 1, 2020 in Beijing, the People’s Republic of China (“China” or the “PRC”).
FORM OF ORDINARY SHARES PURCHASE WARRANT XIAOBAI MAIMAI INC.Xiaobai Maimai Inc. • August 12th, 2021 • Finance lessors
THIS 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 January [ ], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January [ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xiaobai Maimai Inc., a Cayman Islands company (the “Company”), up to three Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is part of units (“Units”), each Unit consisting of one ordinary share, no par value, (the “Ordinary Shares”) and Warrant (the “Warrant”) to purchase up to three Ordinary Shares, issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of [ ], 2021 among the Company and the purchasers signatory thereto, as amended from time
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2021 • Xiaobai Maimai Inc. • Finance lessors • New York
This EMPLOYMENT AGREEMENT (the “Agreement” or “Amendment”), is entered into as of September 1, 2021 (the “Effective Date”), by and between Xiaobai Maimai Inc., incorporated under the laws of the Cayman Islands (the “Company”), and Yilin (Linda) Wang, an individual (the “Co-Chief Executive Officer” or “CO-CEO”). Except with respect to the direct employment of the CO-CEO by the Company, the term “Company” as used herein with respect to all obligations of the CO-CEO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 17th, 2020 • Hexindai Inc. • Finance lessors
The Assignor, the Assignee, each of the Individual Shareholders, and Hexin E-Commerce are referred to herein individually as “Party” and collectively as “Parties”.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • January 26th, 2021 • Xiaobai Maimai Inc. • Finance lessors
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 1, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Option AgreementExclusive Option Agreement • July 28th, 2021 • Xiaobai Maimai Inc. • Finance lessors
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 1, 2020 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Shanxi Zhengxuan Finance Guarantee Co., Ltd. and Hexin E-Commerce Co., Ltd. Taiyuan Branch Cooperation Agreement [ ] (month) [ ] (day), [ ] (year)Cooperation Agreement • July 31st, 2019 • Hexindai Inc. • Finance lessors
This Cooperation Agreement (“Agreement”) was mutually executed by the following Parties on November 19, 2018 in Fenyang City, Shanxi Province, China:
AKSO HEALTH GROUP WARRANT TO PURCHASE ORDINARY SHARESAkso Health Group • March 8th, 2024 • Services-business services, nec • New York
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below, [___________], or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Akso Health Group, a Cayman Islands exempted company, with its principal office at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China (Shandong) (the “Company”) [___________] Ordinary Shares (the “Ordinary Shares”), subject to adjustment as provided herein. This Warrant is being issued pursuant to the terms of the Securities Purchase Agreement, dated [___________], 2024, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
Insurance Cooperation Framework AgreementHexindai Inc. • July 30th, 2018 • Finance lessors
After consultations, Chang An Property and Liability Insurance Ltd. (“Party A”) and Hexin E-Commerce Co., Ltd. (“Party B”) hereby reach agreement as follows on the principle of friendly cooperation with a view to promoting the comprehensive development of both parties and achieving a win-win goal for the parties.
Exclusive Option AgreementExclusive Option Agreement • January 26th, 2021 • Xiaobai Maimai Inc. • Finance lessors
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 1, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Insurance Service Fee Cooperation Framework AgreementHexindai Inc. • July 30th, 2018 • Finance lessors
After consultations, Chang An Insurance Sales Co., Ltd. (“Party A”) and Hexin E-Commerce Co., Ltd. (“Party B”) hereby reach agreement as follows on the principle of friendly cooperation with a view to promoting the comprehensive development of both parties and achieving a win-win goal for the parties.
VIE TERMINATION AGREEMENTVie Termination Agreement • July 28th, 2021 • Xiaobai Maimai Inc. • Finance lessors
This VIE Termination Agreement (this “Agreement”) is made and entered into by and between the following parties on November 20, 2020 in Beijing, the People’s Republic of China (“China”, for the purpose of this Agreement, excluding Hong Kong, Macau and Taiwan).
Equity Transfer AgreementEquity Transfer Agreement • July 28th, 2021 • Xiaobai Maimai Inc. • Finance lessors
NOW, THEREFORE, in consideration of the above premises and mutual covenants of the Parties, the Parties hereby agree as follows:
Loan AgreementLoan Agreement • August 14th, 2020 • Hexindai Inc. • Finance lessors
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of August 1, 2019 in Beijing, China:
