CLASS A ORDINARY SHARE PURCHASE WARRANT AGM GROUP HOLDINGS INC.Agm Group Holdings, Inc. • December 13th, 2021 • Services-computer programming services • New York
THIS CLASS A ORDINARY SHARE 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the forty-two month anniversary of the Initial Effective Date (as defined in the Purchase Agreement (as defined below)), (the “Termination Date”) but not thereafter, to subscribe for and purchase from AGM Group Holdings Inc., a British Virgin Islands company (the “Company”), up to [●] of class A ordinary shares each, $0.001 par value, of the Company (the “Ordinary Shares”) (the Ordinary Shares issuable hereunder, 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). This Warrant is being issued pur
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2021, is by and among AGM Group Holdings Inc., a British Virgin Islands company (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2021, between AGM Group Holdings Inc., a company organized under the laws of the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 13th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This letter (this “Agreement”) constitutes the agreement between AGM Group Holdings, Inc. (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 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.
CLASS A ORDINARY SHARE PURCHASE WARRANT AGM GROUP HOLDINGS INC.Agm Group Holdings, Inc. • December 13th, 2021 • Services-computer programming services • New York
THIS CLASS A ORDINARY SHARE 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the forty-two month anniversary of the Initial Effective Date (as defined in the Purchase Agreement (as defined below)), (the “Termination Date”) but not thereafter, to subscribe for and purchase from AGM Group Holdings Inc., a British Virgin Islands company (the “Company”), up to [●] of class A ordinary shares each, $0.001 par value, of the Company (the “Ordinary Shares”) (the Ordinary Shares issuable hereunder, 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).
SHARE EXCHANGE AGREEMENT BY AND AMONG AGM GROUP HOLDINGS, INC. AND ANYI NETWORK INC. AND SHAREHOLDERS OF ANYI NETWORK INC. Dated as of: July 26, 2019Share Exchange Agreement • July 26th, 2019 • Agm Group Holdings, Inc. • Services-computer programming services • Nevada
This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of July 26, 2019, is made by and among AGM Group Holdings, Inc., an exempted company organized under the laws of the British Virgin Islands (the “Acquiror”), Anyi Network Inc., an exempted company organized under the laws of Cayman Islands (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiror Principal Shareholder, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • July 27th, 2020 • Agm Group Holdings, Inc. • Services-computer programming services • New York
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this ________ day of July, 2020, among (i) AGM Group Holdings Inc. (the "Company"), a British Virgin Islands limited liability company, and (ii) each purchaser identified on the signature pages to this Agreement (each a “Purchaser” and collectively, the “Purchasers”).
Employment AgreementEmployment Agreement • July 16th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This Employment Agreement (the "Agreement") is made and entered into as of July 12, 2021 (the "Effective Date"), by and between Junchen Li (the "Executive") and AGM Group Holdings Inc., a British Virgin Islands company (the "Company").
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • October 12th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 29th day of September, 2017, by and among AGM GROUP HOLDINGS, INC., a British Virgin Islands company (the “Company”), having an address at 1 Jinghua South Road, Wangzuo Plaza East Tower, Room 2112, Beijing, People’s Republic of China 100020, NETWORK 1 FINANCIAL SECURITIES INC. (the “Underwriter”), having an address at 2 Bridge Avenue, Suite 241, Red Bank, NJ 07701 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third Ave, 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus, dated September 19, 2017, including all attachments, schedules and exhibits thereto (the “Prospectus”).
Loan ContractAgm Group Holdings, Inc. • July 21st, 2017 • Services-computer programming services
Borrower is a software development company (“the Company”). Due to its earlier R&D investment generated less income, Borrower determined to borrow money from Lender to support the development of the economic business. After friendly consultations, now the parties hereby agree as follows:
EMPLOYMENT CONTRACTEmployment Contract • April 22nd, 2021 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holding Inc., a company legally incorporated under the laws of the People’s Republic of China, with its mailing address at Room 2112, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, acting and represented herein by Mr. Zhentao Jiang, chairman of the board, declaring duly authorized, (hereinafter referred to “AGM”)
EMPLOYMENT CONTRACTEmployment Contract • April 22nd, 2021 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holding Inc., a company legally incorporated under the laws of the British Virgin Islands, with its mailing address at Room 2112, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, acting and represented herein by Mr. Zhentao Jiang, chairman of the board, declaring duly authorized, (hereinafter referred to “AGM”)
Contract of MT4 MT5 Software Platform Maintenance and Technology Licensing and Support ServiceAgm Group Holdings, Inc. • April 30th, 2018 • Services-computer programming services
Contract of MT4 MT5 Software Platform Maintenance and Technology Licensing and Support Service (“License Contract”) is made in Beijing on this 12th day of December, 2015 by and between Party A and Party B. Party B agrees to grant Party A to use designated computer software and its relevant service (“Licensing Software”) in accordance with this License Contract. With respect to the maintenance and technology support service of this Licensing Software, both parties hereby agree follows:
EMPLOYMENT CONTRACTEmployment Contract • April 22nd, 2021 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holding Inc., a company legally incorporated under the laws of the People’s Republic of China, with its mailing address at Room 2112, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, acting and represented herein by Mr. Zhentao Jiang, chairman of the board, declaring duly authorized, (hereinafter referred to “AGM”)
Independent Contractor AgreementIndependent Contractor Agreement • September 28th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
This Agreement is made between AGM Group Holdings Inc. (the “Hirer”, a BVI company) and Aventech Capital Inc. (the “Contractor”, a company in BC Canada).
EMPLOYMENT CONTRACTEmployment Contract • September 28th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holdings Inc., a company legally incorporated under the laws of The British Virgin Islands, with its mailing address at Room 2112, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, acting and represented herein by Mr. Zhentao Jiang, chairman of the board, declaring duly authorized, (hereinafter referred to “AGM”)
AGM Group Holdings Inc. December __, 2021Agm Group Holdings, Inc. • December 13th, 2021 • Services-computer programming services
UNDERWRITING AGREEMENT between AGM GROUP HOLDINGS INC. (a British Virgin Islands company limited by ordinary shares) and NETWORK 1 FINANCIAL SECURITIES, INC. as Underwriter AGM GROUP HOLDINGS INC. Minimum Offering: $5,000,000 Maximum Offering:...Underwriting Agreement • November 13th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services • New York
The undersigned, AGM Group Holdings Inc., a British Virgin Islands 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:
EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2021 • Agm Group Holdings, Inc. • Services-computer programming services • Virgin Islands
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 24, 2021 (the “Effective Date”), by and between AGM Group Holdings Inc., a British Virgin Islands corporation (the “Company”), and Steven Yuan Ning Sim (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
EMPLOYMENT CONTRACTEmployment Contract • September 28th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holdings Inc., a company legally incorporated under the laws of The British Virgin Islands, with its mailing address at Room 2112, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, acting and represented herein by Mr. Zhentao Jiang, chairman of the board, declaring duly authorized, (hereinafter referred to “AGM”)
Technology Service AgreementTechnology Service Agreement • July 21st, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
AGM Technology Limited Address: 8/F, Hong Kong Offshore Center 28 Austin Avenue TsimShaTsui, Kowloon (Hereinafter the “Licensor”) IIG LTD. Address: P.O.Box 1708 No.35 New Road Belize City, Belize (Hereinafter the “Licensee”)
Equity Acquisition Agreement of AGM Global asset management ltd. By and between AGM Group Holdings, Inc. and Alpha Growth Management Co.,Ltd.Equity Acquisition Agreement • May 30th, 2018 • Agm Group Holdings, Inc. • Services-computer programming services
The Buyer desires to, in accordance with this Agreement, acquire 100% of equity that the Seller holds in the Target Company (the “Target Equity”), and the Seller also agrees to sell the Target Equity in accordance with this Agreement.
EMPLOYMENT CONTRACTEmployment Contract • October 16th, 2020 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holding Inc., a company formed under the laws of the British Virgin Islands, with its mailing address at Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road, Wanchai, Hong Kong, acting and represented herein by Mr. Cao Bin, chairman of the board, declaring duly authorized (hereinafter referred to “AGMH”)
Employment AgreementEmployment Agreement • September 28th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
Equity Acquisition Agreement By and between AGM Technology Limited and SIFT Capital Partners Limited ContentsEquity Acquisition Agreement • May 30th, 2018 • Agm Group Holdings, Inc. • Services-computer programming services • Hong Kong
The Buyer desires to, in accordance with this Agreement, acquire 75% of equity ofthe Seller’s registered capital(“the Target Equity”), of which, 50% is from Chen Tian and 25% is from Zhang Zhe. The Seller agrees to, in accordance with this Agreement, sell the Target Equity. Upon the completion of this transaction, the ownership structure of the Seller is AGM Technology Limited accounts for 75%, Chen Tian accounts for 16% and Zhang Zhe accounts for 9%.
August 8, 2018 Capital Increment Agreement on Guochuang (Shenzhen) Investment Co., Ltd by and between Mi Yufeng Feng Ruicong Wang Jingbei and Beijing AnGaoMeng Technology Service Co., LtdCapital Increment Agreement • August 16th, 2018 • Agm Group Holdings, Inc. • Services-computer programming services
This Capital Increment Agreement on Guochuang (Shenzhen) Investment Co., Ltd (“this Agreement” or “Agreement”) is made in Beijing, China on this day of August 8, 2018 by and between the following Parties:
Termination Agreement for Equity Acquisition By and between AGM Technology Limited and SIFT Capital Partners Limited December 2019Termination Agreement • January 3rd, 2020 • Agm Group Holdings, Inc. • Services-computer programming services
This Termination Agreement for Equity Acquisition (“this Agreement”) is made on this day of December 30, 2019 by the Parties as follows:
AGREEMENT No. AGMGR-01White Label Agreement • July 21st, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
This agreement (hereinafter referred to as the “Agreement”) is entered by and between MetaQuotes Software Corp., with registered address P.O. Box N-341, Charlotte House, Charlotte Street, Nassau, Bahamas (hereinafter referred to as the “Licensor”), duly represented by its Head of Asia Pacific Branches Eric Lee and AGM Group Ltd., with registered address No. 5 Cork Street, Belize City, Belize (hereinafter referred to as the “Licensee”), duly represented by its Director Zhentao Jiang. The Licensor and the Licensee may herein-below be jointly referred to as the “Parties”, and each one in particular as a “Party”.
Equity Acquisition Agreement by and among Jiang Zhentao and AGM Group Holdings Inc. and AGM Group Ltd. ContentsEquity Acquisition Agreement • September 18th, 2018 • Agm Group Holdings, Inc. • Services-computer programming services
The Buyer desires to, in accordance with this Agreement, acquire 90% of equity of the Target Company’s registered capital (the “Target Equity”) from the Seller. The Seller agrees to, in accordance with this Agreement, the share purchase by the Buyer. Upon the completion of this transaction, the ownership structure of the Target Company is AGM Group Holdings Inc. accounts for 10%, Jiang Zhentao accounts for 90%.
Equity Transfer Agreement by and among Tianjin AnGaoMeng Construction Development Co., Ltd. and January 16, 2020Equity Transfer Agreement • January 22nd, 2020 • Agm Group Holdings, Inc. • Services-computer programming services
Base on the above situation, after friendly consultations conducted in accordance with the principles of equity and mutual benefit, the Parties hereby agree to the equity transfer in accordance with the Company Law of the People’s Republic of China and other applicable laws and regulations.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 31st, 2020 • Agm Group Holdings, Inc. • Services-computer programming services • New York
This Share Purchase Agreement (this “Agreement”), dated as of December 14, 2020, is entered into among AGM Group Holdings, Inc., a British Virgin Islands company (“Seller”), Haiyan Huang, Feng Zhi and Yinglu Gao, former shareholders of Anyi Network Inc. (each a “Buyer” and collectively the “Buyers”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
Agreement on Transfer of Creditor’s Rights by and between Tianjin AnGaoMeng Construction Development Co., Ltd. and Huanong Yijia (Beijing) Science & Technology Development Co., Ltd.Agm Group Holdings, Inc. • October 22nd, 2021 • Services-computer programming services • Beijing
Contract of MT4 MT5 Software Platform Maintenance and Technology Licensing and Support ServiceAgm Group Holdings, Inc. • July 21st, 2017 • Services-computer programming services
Contract of MT4 MT5 Software Platform Maintenance and Technology Licensing and Support Service (“License Contract”) is made in Beijing on this 12th day of December, 2015 by and between Party A and Party B. Party B agrees to grant Party A to use designated computer software and its relevant service (“Licensing Software”) in accordance with this License Contract. With respect to the maintenance and technology support service of this Licensing Software, both parties hereby agree follows:
EMPLOYMENT CONTRACTEmployment Contract • September 28th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holdings Inc., a company legally incorporated under the laws of the People’s Republic of China, with its mailing address at Room 2112, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, acting and represented herein by Mr. Zhentao Jiang, chairman of the board, declaring duly authorized, (hereinafter referred to “AGM”)
EMPLOYMENT CONTRACTEmployment Contract • September 28th, 2017 • Agm Group Holdings, Inc. • Services-computer programming services
BETWEEN: AGM Group Holdings Inc., a company legally incorporated under the laws of the British Virgin Islands, with its mailing address at Room 2112, Dong Ta, Wang Zuo Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, declaring duly authorized, (hereinafter referred to “AGM”)
