ORDINARY SHARE PURCHASE WARRANT Blue Hat Interactive Entertainment TechnologyBlue Hat Interactive Entertainment Technology • May 6th, 2021 • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS 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 May 10, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 10, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Hat Interactive Entertainment Technology, a Cayman Islands company (the “Company”), up to 314,500 ordinary shares, $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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2020 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 8, 2020, is by and among Blue Hat Interactive Entertainment Technology, an exempted company incorporated in the Cayman Islands with limited liability with the registered office in the Cayman Islands located at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (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 • July 9th, 2020 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July __, 2020, is by and among Blue Hat Interactive Entertainment Technology, an exempted company incorporated in the Cayman Islands with limited liability with the registered office in the Cayman Islands located at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 6th, 2021 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 6, 2021, between Blue Hat Interactive Entertainment Technology, a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 4th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Indemnification Agreement (this “Agreement”), dated as of ______________, is by and between Blue Hat Interactive Entertainment Technology, a company incorporated under the laws of the Cayman Islands (the “Company”) and ______________ (the “Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • Florida
The undersigned, Blue Hat Interactive Entertainment Technology, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, the “Representative,” if there are no underwriters other than the Representative, reference to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter, the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] ordinary shares, $0.001 par value per share (“Ordinary Shares”), of the Company (the “Firm Shares”). The Company has also granted to the several Underwriters an option to purchase up to [●] additional Ordinary Shares, on the terms and for the purposes set forth in Section 1(b) hereof (the “Option Shares”). The Firm Shares and an
Securities Purchase AgreementSecurities Purchase Agreement • October 14th, 2022 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of October 14, 2022 (the “Effective Date”), is entered into by and between Blue Hat Interactive Entertainment Technology, a Cayman Islands exempted holding company (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 6th, 2021 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This letter (this “Agreement”) constitutes the agreement between Blue Hat Interactive Entertainment Technology (the “Company”) and FT Global Capital, Inc. (“FT Global”) pursuant to which FT Global shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). 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 placing the Securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2022 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July , 2022, between Blue Hat Interactive Entertainment Technology, a Cayman Islands company (the “Company”), and _______________ (the “Purchaser”).
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • March 18th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • Florida
THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2019 is entered into by and among Blue Hat Interactive Entertainment Technology (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”).
ORDINARY SHARE PURCHASE WARRANT Blue Hat Interactive Entertainment TechnologyBlue Hat Interactive Entertainment Technology • May 6th, 2021 • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS 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 May 10, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 10, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Hat Interactive Entertainment Technology, a Cayman Islands company (the “Company”), up to [ ] shares, $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).
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of ___________________, is by and between BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY, a company incorporated under the laws of the Cayman Islands (the “Company”), and ___________________, an individual (the “Executive”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 4th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective Date”), is by and between BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY, a company incorporated under the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).
DIRECTOR AGREEMENTDirector Agreement • March 4th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective Date”), is by and between BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY, a company incorporated under the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).
SHAREHOLDER PLEDGE AGREEMENTShareholder Pledge Agreement • July 9th, 2020 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
SHAREHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of July __, 2020, but effective as of July 27, 2020, made by _____________ (the “Pledgor”), Blue Hat Interactive Entertainment Technology, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2021 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2021, between Blue Hat Interactive Entertainment Technology, a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Equity Pledge AgreementEquity Pledge Agreement • May 16th, 2022 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles)
The Target Company is a company limited by shares incorporated lawfully and existing validly within the territory of the People’s Republic of China. As shareholders of the Target Company, Pledgor A holds 25% shares of the Target Company and Pledgor B holds 75% shares of the Target Company.
Working Capital Loan ContractBlue Hat Interactive Entertainment Technology • March 4th, 2019 • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Domicile: Room 402, 4F, Industry Design Center, Cross-Strait, Longshan Cultural & Creative Industrial Park, No. 84, South Longshan Road, Siming District, Xiamen City
Exclusive Business Cooperation Agreement Between Fujian Blue Hat Interactive Entertainment Technology Ltd. And Xiamen Duwei Consulting Management Co., Ltd. November 13, 2018Exclusive Business Cooperation Agreement • March 4th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles)
Address: Room 402, Floor 4, Industrial Design Center, Cross-Strait Longshan Culture Creative Industry Park, No. 84 South Longshan Road, Siming District, Xiamen
Blue Hat Entertainment Technology And JOYFUL CASTALE INTERNATIONAL LIMITED And CHIEF CHOICE GLOBAL LIMITEDBlue Hat Interactive Entertainment Technology • January 28th, 2021 • Games, toys & children's vehicles (no dolls & bicycles)
In this Agreement, transferor 1 and transferor 2 are collectively referred to as "Transferors", and the above parties are collectively referred to as "parties" and individually referred to as "party".
Call Option Agreement Between SHIHUA LIN And Fujian Fresh Joy Technology Co., Ltd.Blue Hat Interactive Entertainment Technology • May 16th, 2022 • Games, toys & children's vehicles (no dolls & bicycles)
The Target Company is a company limited by shares incorporated lawfully and existing validly within the territory of the People’s Republic of China, and Party A holds 75% shares as a shareholder of the Target Company.
Irrevocable Commitment LetterLetter • March 4th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles)
Whereas Your Company, Fujian Blue Hat Interactive Entertainment Technology Ltd. (hereinafter referred to as "Blue Hat") and registered shareholders of Blue Hat have already entered into Call Option Agreement, Exclusive Business Cooperation Agreement, Equity Pledge Agreement, and I myself have issued a Shareholder Power of Attorney (hereinafter collectively referred to as "VIE Agreements"), to ensure my performance of VIE Agreements, I (Name: Weiling ZHANG, ID Number: 410121197307080523) hereby make the following commitments:
Share Subscription AgreementShare Subscription Agreement • August 15th, 2023 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Share Subscription Agreement (this “Agreement”) is entered into as of August 9, 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:
Xiamen ShengRuiHao Technology Co. Share Transfer AgreementBlue Hat Interactive Entertainment Technology • May 8th, 2023 • Games, toys & children's vehicles (no dolls & bicycles)
Xiamen ShengRuiHao Technology Co., Ltd. is a limited company registered under the Company Law of the People’s Republic of China with a registered capital of RMB 30 million. Now Party A decides to transfer 100% of the equity interest of the company (with a paid-up registered capital of RMB 30 million) to Party B in accordance with the conditions stipulated in this agreement. Based on the principles of voluntariness, equality, fairness and honesty and credit, Party A and Party B have reached the following agreement by consensus:
Certain information marked as “XXXX” has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Termination AgreementTermination Agreement • June 8th, 2023 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles)
This Termination Agreement (hereinafter referred to as the “Agreement”) is entered into by the following Parties as of June 8, 2023 in Xiamen.
VOTING AGREEMENTVoting Agreement • July 9th, 2020 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles) • New York
VOTING AGREEMENT, dated as of July __, 2020 (this “Agreement”), by and between Blue Hat Interactive Entertainment Technology, an exempted company incorporated in the Cayman Islands with limited liability with the registered office in the Cayman Islands located at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Company”) and certain shareholders of the Company listed on Schedule I attached hereto (the collectively, the “Shareholders” and each, a “Shareholder”).
Exclusive Business Cooperation Agreemnt Between Fujian Roar Game Technology Ltd. And Fujian Fresh Joy Co., Ltd. December [ ], 2020 Exclusive Business Cooperation AgreemntBlue Hat Interactive Entertainment Technology • May 16th, 2022 • Games, toys & children's vehicles (no dolls & bicycles)
Party A is engaged in application software development business (hereinafter referred to as “the Business”) in China, and Party B has the expertise and resources in the strategic consulting related to the aforesaid Business.
Call Option AgreementCall Option Agreement • March 4th, 2019 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles)
Address: Room A-2, Unit 3, Floor 8, Building D, Xiamen International Shipping Center, No.97 Xiangyu Road, Administration of Xiamen Area of China (Fujian) Pilot Free Trade Zone
Fujian Blue Hat Interactive Entertainment Technology Ltd.Blue Hat Interactive Entertainment Technology • March 4th, 2019 • Games, toys & children's vehicles (no dolls & bicycles)
Irrevocable Commitment LetterCommitment Letter • May 16th, 2022 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles)
Whereas Your Company, Fujian Roar Game Technology Co., Ltd. (hereinafter referred to as “Roar Game”) and registered shareholders of Roar Game have already entered into Call Option Agreement, Exclusive Business Cooperation Agreement, Equity Pledge Agreement, and I myself have issued a Shareholder Power of Attorney (hereinafter collectively referred to as “VIE Agreements”), to ensure my performance of VIE Agreements, I (Name: Shihua LIN , ID Number: 350102195505060473 ) hereby make the following commitments:
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 25th, 2022 • Blue Hat Interactive Entertainment Technology • Games, toys & children's vehicles (no dolls & bicycles)
This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of October 24, 2022, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Blue Hat Interactive Entertainment Technology, a Cayman Islands exempted holding company (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
General Contract for Highest Credit Granting (Applicable to Xiamen GOLDORIGIN Guarantee Co., Ltd.)Blue Hat Interactive Entertainment Technology • March 4th, 2019 • Games, toys & children's vehicles (no dolls & bicycles)
Party A will apply and/or has already applied to Party B for credit granting based on business requirements within a certain period of time. To specify the rights and obligations of Party A and Party B, both parties hereto agree to reach the Contract for common compliance through consensus according to relevant laws, rules and regulations.
