SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2023 • BIT ORIGIN LTD • Finance services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December __, 2023, is by and among Bit Origin Ltd, an exempted company incorporated under the laws of the Cayman Islands with offices located at 27F, Samsung Hub, 3 Church Street, Singapore 049483 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2023 • BIT ORIGIN LTD • Finance services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December __, 2023, is by and among Bit Origin Ltd, an exempted company incorporated under the laws of the Cayman Islands with offices located at 27F, Samsung Hub, 3 Church Street, Singapore 049483 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
CHINA XIANGTAI FOOD CO., LTD UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2021 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
The undersigned, China Xiangtai Food Co., Ltd., a Cayman Islands exempted company limited by shares (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule A hereto for which Univest Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2022 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2022, between China Xiangtai Food Co., Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...China Xiangtai Food Co., Ltd. • September 17th, 2018 • Meat packing plants • New York
THIS PURCHASE WARRANT IS EXERCISABLE FROM THE DATE OF ISSUANCE. VOID AFTER 5:00 P.M., EASTERN TIME, [●] [ DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].
BIT ORIGIN LTD UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2022 • BIT ORIGIN LTD • Meat packing plants • New York
The undersigned, Bit Origin Ltd, formerly known as China Xiangtai Food Co., Ltd., a Cayman Islands company limited by shares (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Univest Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
January 28, 2022 Ms. Zeshu DaiPlacement Agency Agreement • February 3rd, 2022 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
This placement agency agreement (the “Agreement”) constitutes the agreement between Univest Securities, LLC (“Univest” or the “Placement Agent”) and China Xiangtai Food Co., Ltd., a Cayman Islands exempted company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of 16,853,933 ordinary shares of the Company, par value US$0.01 per share (“Ordinary Shares”), and warrants (“Warrants”) to purchase up to 16,853,933 Ordinary Shares of the Company (the Ordinary Shares underlying the Warrants, the “Warrant Shares”). The Ordinary Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent w
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2019 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 22, 2019, by and among CHINA XIANGTAI FOOD CO., LTD., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at the offices of Corporate Filing Services Ltd, 3rd Floor, Harbour Centre, PO Box 613, George Town, Grand Cayman, Cayman Islands (the “Company”), and YA II PN, LTD., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at the offices of Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, George Town, Cayman Islands exempted limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2020 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 19, 2020, is between CHINA XIANGTAI FOOD CO., LTD., a company incorporated under the laws of the Cayman Islands, with headquarters located at Xinganxian Plaza, Building B, Suite 21-1, Lianglukou, Yuzhong District, Chongqing, People’s Republic of China 400800 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
ORDINARY SHARES PURCHASE WARRANT CHINA XIANGTAI FOOD CO., LTD.China Xiangtai Food Co., Ltd. • September 24th, 2021 • Meat packing plants • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from China Xiangtai Food Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to [___] Ordinary Shares (as defined in Section 1) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price (as defined in Section 2(b)). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be th
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 12th, 2023 • BIT ORIGIN LTD • Finance services • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of December 7, 2023, (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”);
GUARANTYGuaranty • December 12th, 2023 • BIT ORIGIN LTD • Finance services • New York
This GUARANTY, dated as of __________, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [ ], a [ ], 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).
China Xiangtai Food Co., Ltd.China Xiangtai Food Co., Ltd. • March 22nd, 2022 • Meat packing plants • New York
CHINA XIANGTAI FOOD CO., LTD., a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board of Directors and/or Nomination and Compensation Committees.
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2020 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
This Employment Agreement (the “AGREEMENT”) is made and entered into on July 1, 2020 by and between Xia Wang (the “EXECUTIVE”) and China Xiangtai Food Co., Ltd., a Cayman Islands company (the “COMPANY”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2022 • BIT ORIGIN LTD • Meat packing plants • New York
This Employment Agreement (the “AGREEMENT”) is made and entered into on September 1, 2022 by and between Lianfei Du (the “EXECUTIVE”) and Bit Origin Ltd a Cayman Islands company (the “COMPANY”).
Equity Option AgreementEquity Option Agreement • April 3rd, 2020 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Equity Option Agreement (this "Agreement") is executed by and among the following Parties as of April 3, 2020 in Chongqing, the People’s Republic of China (“China” or the “PRC”):
UNDERWRITING AGREEMENT between CHINA XIANGTAI FOOD CO., LTD. (the “Company”) and BOUSTEAD SECURITIES, LLC As the Underwriter (the “Underwriter”) CHINA XIANGTAI FOOD CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
The undersigned, China Xiangtai Food Co., Ltd., a Cayman Islands exempted company with limited liability (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the “Company”), hereby confirms its agreement with BOUSTEAD SECURITIES, LLC. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) with respect to the sale by the Company, through the Underwriter, on a best efforts basis, (the “Offering”) of a minimum of 1,000,000 ordinary shares of the Company and a maximum of 3,000,000 ordinary shares of the Company (the “Placement Shares”), par value US$0.01 per share at an anticipated offering price of $5.00 per share for gross offering proceeds of $5,000,000 (based on a minimum offering) and $15,000,000 (based on a maximum offering), respectively. For avoidance of doubt, all references herein to “Shares” shall refer only
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • May 10th, 2021 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this ________ day of _______ 2021, among (i) China Xiangtai Food Co., Ltd. (the "Company"), a Cayman Islands limited liability company, and (ii) each purchaser identified on the signature pages to this Agreement (each a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between CHINA XIANGTAI FOOD CO., LTD. (the “Company”) and BOUSTEAD SECURITIES, LLC As the Underwriter (the “Underwriter”) CHINA XIANGTAI FOOD CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
The undersigned, China Xiangtai Food Co., Ltd., a Cayman Islands exempted company with limited liability (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the “Company”), hereby confirms its agreement with BOUSTEAD SECURITIES, LLC. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) with respect to the sale by the Company, through the Underwriter, on a best efforts basis, (the “Offering”) of a minimum of 1,000,000 ordinary shares of the Company and a maximum of 3,000,000 ordinary shares of the Company (the “Placement Shares”), par value US$0.01 per share at an anticipated offering price of $5.00 per share for gross offering proceeds of $5,000,000 (based on a minimum offering) and $15,000,000 (based on a maximum offering), respectively, with an over-subscription allowance to sell up to an additional 450,000 sh
ContractChina Xiangtai Food Co., Ltd. • September 28th, 2018 • Meat packing plants • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (FILE NO. 333-226990) (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE IPO (AS DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BOUSTEAD SECURITIES LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Equity Pledge AgreementEquity Pledge Agreement • September 17th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Equity Pledge Agreement (this "Agreement") has been executed by and among the following parties on ______, 2017 in Chongqing, the People’s Republic of China (“China” or the “PRC”):
Lock-Up AgreementLock-Up Agreement • September 17th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between China Xiangtai Food Co., Ltd, a Cayman Islands company (the “Company”), and Boustead Securities LLC (“Boustead”), as underwriter (the “Underwriter”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “Offering”) of ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of the Company.
ContractChina Xiangtai Food Co., Ltd. • June 19th, 2020 • Meat packing plants
NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2022 • BIT ORIGIN LTD • Meat packing plants • New York
This Employment Agreement (the “AGREEMENT”) is made and entered into on June 10, 2022 (the “EFFECTIVE DATE”) by and between Xia Wang (the “EXECUTIVE”) and Bit Origin Ltd, a Cayman Islands company (the “COMPANY”).
Credit ContractChina Xiangtai Food Co., Ltd. • September 17th, 2018 • Meat packing plants
If the loan is used in violation of the purpose of this contract, the penalty interest will be increased 50bp of the loan interest under this contract.
Entrustment AgreementEntrustment Agreement • September 17th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants • Virgin Islands
THIS ENTRUSTMENT AGREEMENT (this “Agreement”) is made on May 23, 2018 in Chongqing, China, by and between, MAGIC PACE LIMITED (the “Party A”) and DAI ZESHU (the “Party B”).
Voting Rights Proxy and Financial Supporting AgreementVoting Rights Proxy and Financial Supporting Agreement • November 17th, 2020 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Voting Rights Proxy and Financial Supporting Agreement (the “Agreement”) is executed by and among the following Parties as of April 3, 2020 in Chongqing the People’s Republic of China (“China” or the “PRC”):
SALES AND PURCHASE AGREEMENT BETWEEN Hashcow LLC (“The Seller”) AND SonicHash LLC (the “Purchaser”)Sales and Purchase Agreement • February 14th, 2022 • China Xiangtai Food Co., Ltd. • Meat packing plants
This sales and purchase agreement (this “Agreement”) is made on February 14, 2022 by and between Hashcow LLC (“The Seller”) and SonicHash LLC (the “Purchaser”), a U.S. subsidiary of China Xiangtai Food Co., Ltd..
Conversion AgreementConversion Agreement • May 22nd, 2020 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
This Conversion Agreement (this “Agreement”) is made and entered into as of May 22, 2020, by and between China Xiangtai Food Co., Ltd., a Cayman Islands corporation (the “Company”), and YA II PN, Ltd. (the “Holder”), holder of the Company’s Convertible Debentures (the “Debentures”).
Amendment to Business Cooperation AgreementBusiness Cooperation Agreement • September 17th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Amendment to Business Cooperation Agreement (the “Amendment”) is made and entered into as of the 25th day of February 2018, by and between Chongqing Jinghuangtai Enterprise Management and Consulting Co., Ltd., a wholly foreign-owned enterprise registered in China (“Party A”), and Chongqing Penglin Food Co., Ltd., a limited liability company registered in China (“Party B”), all of whom enter this agreement under the following terms and conditions:
Amendment to Technical Consultation and Service AgreementConsultation and Service Agreement • September 17th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Amendment to Technical Consultation and Service Agreement (the “Amendment”) is made and entered into as of the 25th day of February 2018, by and between Chongqing Jinghuangtai Enterprise Management and Consulting Co., Ltd., a wholly foreign-owned enterprise registered in China (“Party A”), and Chongqing Penglin Food Co., Ltd., a limited liability company registered in China (“Party B”), all of whom enter this agreement under the following terms and conditions:
Voting Rights Proxy and Financial Supporting AgreementVoting Rights Proxy and Financial Supporting Agreement • September 17th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Voting Rights Proxy and Financial Supporting Agreement (the “Agreement”) is made in Chongqing on ______, 2017 among the following parties:
Share Purchase AgreementShare Purchase Agreement • November 17th, 2020 • China Xiangtai Food Co., Ltd. • Meat packing plants
Party C is a limited liability company incorporated and currently in good standing under the laws and regulations of the People’s Republic of China (PRC) with the registered address in 16-1, Building 2, No.68 Jinkai Avenue, High-Tech Zone, Northern New District, Chongqing, PRC and a current registered capital of RMB 5 million.
YOUR CHOICE FOUR CA INC HOSTING AGREEMENTHosting Agreement • July 11th, 2022 • BIT ORIGIN LTD • Meat packing plants • Florida
This Hosting Agreement (“Agreement”), made as of July 06, 2022 (“Effective Date”), is made by and between Your Choice Four CA, Inc. (“Host”), a Delaware company with its principal place of business located at 19800 MacArthur Blvd, Irvine, CA 92612 and SonicHash LLC (“Client”), a Delaware registered company with its principal place of business located at 375 Park Ave, Fl 1502, Seagram Building, New York, NY 10152. (collectively “Parties”; individually “Party”).
Form of Lock-Up AgreementChina Xiangtai Food Co., Ltd. • February 3rd, 2022 • Meat packing plants • New York
The undersigned, a holder of securities of China Xiangtai Food Co., Ltd., a Cayman Islands exempted company (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the placement agency agreement dated January 28, 2022 (the “Placement Agreement”) between the Placement Agent and the Company, providing for the placement (the “Placement”) of Ordinary Shares and Warrants (collectively, the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agreement.
