COMMON STOCK PURCHASE WARRANT mingzhu logistics holdings limitedMingZhu Logistics Holdings LTD • March 5th, 2021 • Transportation services • New York
THIS COMMON STOCK 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 Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MingZhu Logistics Holdings Limited (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2021 • MingZhu Logistics Holdings LTD • Transportation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________, 2021, between MingZhu Logistics Holdings Limited (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT MINGZHU LOGISTICS HOLDINGS LIMITEDMingZhu Logistics Holdings LTD • March 11th, 2021 • Transportation services • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MINGZHU LOGISTICS HOLDINGS LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to 83,333 of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2021 • MingZhu Logistics Holdings LTD • Transportation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2021, between MingZhu Logistics Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2019 • MingZhu Logistics Holdings LTD • Transportation services • New York
The undersigned, MingZhu Logistics Holdings Limited 明珠货运控股有限公司, 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
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 11th, 2021 • MingZhu Logistics Holdings LTD • Transportation services • Georgia
This letter (this “Agreement”) constitutes the agreement between MingZhu Logistics Holdings Limited (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.
MingZhu Logistics Holdings Limited and , as Trustee FORM OF INDENTURE Dated as of ,MingZhu Logistics Holdings LTD • October 12th, 2022 • Transportation services • New York
INDENTURE, dated as of , , by and between MingZhu Logistics Holdings Limited., a Cayman Islands corporation, as Issuer (the “Company”) and , a organized under the laws of , as Trustee (the “Trustee”).
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • April 23rd, 2020 • MingZhu Logistics Holdings LTD • Transportation services • New York
This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2020 is entered into by and among MingZhu Logistics Holdings Limited (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2019 • MingZhu Logistics Holdings LTD • Transportation services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of _______________, 20____ (the “Effective Date”), by and between MingZhu Logistics Holdings Limited, a Cayman Islands exempted company (the “Company”) and _______________, an individual (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 direct and indirect subsidiaries (collectively, the “Group”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 26, 2023 by Liquor Alliance Holdings Limited (“Sellers”), and Yuhan Zhao serving as director, officer, manager or employee of the Company (as defined below) or any of its Subsidiaries (“Managers” and, together with Sellers, the “Subject Parties”), in favor of and for the benefit of Mingzhu Logistics Holdings Limited, a corporation incorporated in the Cayman Islands (“Purchaser”), Liquor Alliance Investment (BVI) Limited, a limited liability incorporated in the British Virgin Islands (the “Company”), and each of Purchaser’s, and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of May 26, 2023 by and among (i) Mingzhu Logistic Holdings Limited, a Cayman Islands exempted corporation (including any successor entity thereto, the “Company”), and (ii) each of the persons listed on the signature page hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
MASTER EXCLUSIVE SERVICE AGREEMENTMaster Exclusive Service Agreement • May 16th, 2023 • MingZhu Logistics Holdings LTD • Transportation services
This Master Exclusive Service Agreement (this “Agreement”) is entered into in Shenzhen as of December _20_, 2022 by and among the following parties:
BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • May 16th, 2023 • MingZhu Logistics Holdings LTD • Transportation services
This Business Cooperation Agreement (the “Agreement”) is entered into in Hangzhou as of January 22, 2022 by and among the following parties:
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • May 16th, 2023 • MingZhu Logistics Holdings LTD • Transportation services
This Equity Interest Pledge Agreement (this “Agreement”) is entered into in Shenzhen as of December _20_, 2022 by and among the following parties:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 30th, 2023 • MingZhu Logistics Holdings LTD • Transportation services • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of May 26, 2023 by and among (i) MingZhu Logistics Holdings Limited, a Cayman Islands exempted company (the “Purchaser”), and (ii) Alliance Liquor Investment (BVI) Limited, a British Virgin Islands company (the “Company”) and (iii) each of the shareholders of the Company (collectively, the “Sellers”). The Purchaser, the Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article XII hereof.
EXCLUSIVE OPTION AGREEMENTEquity Interest Transfer Agreement • May 16th, 2023 • MingZhu Logistics Holdings LTD • Transportation services
This Exclusive Option Agreement (this “Agreement”) is entered into in Hangzhou as of January 22, 2022 by and among the following parties:
PROXY AGREEMENTProxy Agreement • May 16th, 2023 • MingZhu Logistics Holdings LTD • Transportation services
LOGO]GUANGDONG NANYUE BANK Contract no.: 2019 Nanyue Shenzhen Jiezi No. ht2019110100000034 Loan Contract (Version of year 2014) Guangdong Nanyue Bank Co., Ltd. NoticeMingZhu Logistics Holdings LTD • December 18th, 2019 • Transportation services
In accordance with the provisions of the relevant laws and regulations of the people's Republic of China, and on the basis of abiding by the principle of fairness, this contract shall be concluded through negotiation between the two parties.
Working Capital Loan ContractMingZhu Logistics Holdings LTD • May 22nd, 2020 • Transportation services
In order to protect your rights and interests, please carefully read, check and confirm the following matters before signing this contract:
No.: Yangang Pearl No. 2020 Working capital loan contract Important hintMingZhu Logistics Holdings LTD • May 11th, 2022 • Transportation services
Please read the full text of this contract carefully, especially the clauses marked with **. If in doubt, please ask the lender for clarification in a timely manner.
Enterprise Loan Contract Zhujiang Rural Bank Important NotesMingZhu Logistics Holdings LTD • May 22nd, 2020 • Transportation services
In accordance with the contract law of the People’s Republic of China and other relevant laws and regulations, and based on the principles of voluntariness, equality, mutual benefit, and good faith, Party A and Party B have reached an agreement to conclude this contract through consultation.
Supplementary Agreement to working Capital Loan Contract Borrower: Shenzhen Yangang Mingzhu Freight Industry Co., LTD Legal representative (responsible person): Jinlong Yang Lender: Bank of Communications Co., LTD. Shenzhen Branch Responsible person:...Supplementary Agreement • May 11th, 2022 • MingZhu Logistics Holdings LTD • Transportation services
VIE TERMINATION AGREEMENT VIE终止协议Vie Termination Agreement • January 5th, 2024 • MingZhu Logistics Holdings LTD • Transportation services
This VIE Termination Agreement (this “Agreement”) is made and entered into by and between the following parties on December 30, 2023 in Shenzhen, the People’s Republic of China (“China”, for the purpose of this Agreement, excluding Hong Kong, Macau and Taiwan).
Enterprise Loan Contract ZHUJIANG RURAL BANK IMPORTANT NOTESMingZhu Logistics Holdings LTD • September 27th, 2019 • Transportation services
In accordance with the contract law of the People's Republic of China and other relevant laws and regulations, and based on the principles of voluntariness, equality, mutual benefit, and good faith, Party A and Party B have reached an agreement to conclude this contract through consultation.
Maximum Credit Agreement (January 2019 Version) GUANGDONG NANYUE BANK CO., LTD Cautionary NoteMaximum Credit Agreement • December 18th, 2019 • MingZhu Logistics Holdings LTD • Transportation services
In accordance with the provisions of relevant laws and regulations of our country, and on the basis of fairness, this agreement is made by both parties.
Small Business Working Capital Loan Contract Contract No.: 44008995100 218101007 POSTAL SAVINGS BANK OF CHINAMingZhu Logistics Holdings LTD • September 27th, 2019 • Transportation services
Dear Customer: In order to safeguard your rights and interests before signing the contract, please read every paragraph of the contract carefully (especially with bold headline or boldface text terms), pay attention to this contract that involves quantity and quality, price or cost, term and method of performance, safety precautions and risk warnings, after-sales service, civil liability and other provisions. If you have any questions or uncertainties, please consult the lending bank, or consult your lawyer and other professional. If you have any business consultation or complaints, please call Postal Savings Bank of China’s customer service hotline at 95580.
Comprehensive Credit Agreement ZHUJIANG RURAL BANK IMPORTANT NOTEComprehensive Credit Agreement • September 27th, 2019 • MingZhu Logistics Holdings LTD • Transportation services
In accordance with the contract law of the People's Republic of China and other relevant laws and regulations, and on the basis of the principles of voluntariness, equality, mutual benefit and good faith, Party A and Party B have reached an agreement to conclude this contract through negotiation.
EXCLUSIVE OPTION AGREEMENTEquity Interest Transfer Agreement • May 16th, 2023 • MingZhu Logistics Holdings LTD • Transportation services
This Exclusive Option Agreement (this “Agreement”) is entered into in Shenzhen as of December __20_, 2022 by and among the following parties:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2024 • MingZhu Logistics Holdings LTD • Transportation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 16, 2024, between Mingzhu Logistics Holdings Limited, a Cayman Islands Exempted Company (the “Company”), and investors as listed in the Exhibit I (the “Purchaser”).
Comprehensive Credit Agreement Credit Receiver: Shenzhen Yangang Mingzhu Freight Industry Co., Ltd. Address: 27th Floor, Yantian Modern Industry Service Center, No. 3018, Shayan Road, Shatoujiao Street, Yantian District, Shenzhen Legal representative:...MingZhu Logistics Holdings LTD • May 11th, 2022 • Transportation services
In accordance with the relevant laws and regulations currently in force in the country, the Credit Receiver (hereinafter referred to as “Party A”) and the Credit Grantor (hereinafter referred to as “Party B”), based on the principles of equality, voluntariness, good faith, and through negotiation, hereby enter into this agreement, and abide by them together.
Lock-Up AgreementLock-Up Agreement • March 11th, 2021 • MingZhu Logistics Holdings LTD • Transportation services
Capital Lease ContractCapital Lease Contract • April 23rd, 2020 • MingZhu Logistics Holdings LTD • Transportation services
Chailease International Finance Corporation (hereinafter referred to as lessor) and Shenzhen Yangang Mingzhu Freight Industry Co., Ltd. (hereinafter referred to as lessee) in the current capital leasing business, both parties shall sign this contract on an equal and voluntary basis and through full consultation.
Middle and Small Enterprise Business Credit Agreement Contract No.: 2018 Zhen Zhong Yin Dong Bu E Xie Zi No.7000112.Enterprise Business Credit Agreement • September 27th, 2019 • MingZhu Logistics Holdings LTD • Transportation services
In order to develop friendly and mutually beneficial cooperative relationship, Party A and Party B have reached the following agreement by consensus.
Comprehensive Credit Extension Agreement ZHUJIANG RURAL BANK Important NoteExtension Agreement • May 22nd, 2020 • MingZhu Logistics Holdings LTD • Transportation services
In accordance with the contract law of the People’s Republic of China and other relevant laws and regulations, and on the basis of the principles of voluntariness, equality, mutual benefit and good faith, Party A and Party B have reached an agreement to conclude this contract through negotiation.
PROXY AGREEMENTProxy Agreement • May 16th, 2023 • MingZhu Logistics Holdings LTD • Transportation services
