SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2021, between EZGO Technologies Ltd., a British Virgin Islands business company (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 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • Florida
The undersigned, EZGO Technologies Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (the “Underwriters” and each an “Underwriter”), for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, 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) to issue and sell to the Underwriters an aggregate of 2,800,000 ordinary shares, $0.001 par value per share (“Ordinary Shares”), of the Company (the “Firm Shares”). The Company has also granted to the Representative an option (the “Over-allotment Option”) to purchase up to 420,000 additional Ordinary Shares, on the terms and for the purposes set forth in Section 1(b) hereof (the “Option Shares”). The Firm Shares
EZGO Technologies Ltd., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • August 5th, 2022 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
INDENTURE, dated as of [ ], between EZGO Technologies Ltd., a British Virgin Islands business company (“Company”), and [ ], as trustee (“Trustee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 28th, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
This letter (this “Agreement”) constitutes the agreement between EZGO Technologies Ltd. (the “Company”), and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which the Placement Agent shall serve as the placement agent (the “Services”), for the Company, on a “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 the Placement Agent’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent placing the Securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2023 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2023, between EZGO Technologies Ltd., a British Virgin Islands business 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 ESCROW AGREEMENTIndemnification Escrow Agreement • February 1st, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • Florida
THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of January 28, 2021 is entered into by and among EZGO Technologies Ltd (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”).
PLACEMENT AGENT WARRANT EZGO TECHNOLOGIES LTD.EZGO Technologies Ltd. • May 28th, 2021 • Motorcycles, bicycles & parts
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 June 1, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 1, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from EZGO TECHNOLOGIES LTD., a British Virgin Islands business company (the “Company”), up to [●] shares, par value $0.001, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one Warrant Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AEGIS CAPITAL CORP.EZGO Technologies Ltd. • September 13th, 2023 • Motorcycles, bicycles & parts • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the underwriter on a “firm commitment” basis, or a placement agent on a “best efforts” basis, in connection with the proposed shelf takedown (the “Offering”) by EZGO Technologies Ltd (collectively, with its subsidiaries and affiliates, the “Company”) of its ordinary shares (the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided herein, this engagement letter is not intended to be a binding legal document, as the agreement between the parties hereto on the matters relating to the Offering will be embodied in the Underwriting Agreement (as defined below) or Placement Agent Agreement (as defined below). It is contemplated that following the effectiveness of the registration statement relating to the Offering, this engagement letter will be replaced by the Und
RD SECURITIES PURCHASE AGREEMENTRd Securities Purchase Agreement • September 13th, 2023 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
This RD Securities Purchase Agreement (this “Agreement”) is dated as of September 11, 2023, between EZGO Technologies Ltd., a British Virgin Islands business company (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
Equity Transfer AgreementEZGO Technologies Ltd. • February 16th, 2023 • Motorcycles, bicycles & parts
Based on the foregoing, in order to clarify the relevant rights and obligations of the parties in this acquisition, the parties hereby reach the following agreement on the relevant matters of this acquisition in accordance with the provisions of relevant laws, regulations and normative documents, in order to jointly abide by:
ESCROW AGREEMENTEscrow Agreement • May 20th, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
THIS AGREEMENT (this “Agreement”) is made this May [ ], 2021 by and among EZGO Technologies Ltd., a British Virgin Islands company (the “Issuer”), FT Global Capital, Inc., the “Placement Agent”) whose name and address appear 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”). Capitalized term used herein and not otherwise defined herein shall have the respective meaning set forth in the Placement Agency Agreement (as defined below).
Equity Pledge AgreementEquity Pledge Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
This Equity Pledge Agreement (hereinafter referred to as “this Agreement“) is signed by and among the following parties in Changzhou on _November 8_, 2019:
ACKNOWLEDGMENT AND TERMINATION AGREEMENTAcknowledgment and Termination Agreement • September 11th, 2023 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
THIS ACKNOWLEDGMENT AND TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2023, by and between EZGO Technologies Ltd., a British Virgin Islands business company (the “Company”) and Empery Asset Master, LTD, Empery Tax Efficient, LP, and Empery Tax Efficient, III, LP (collectively, “Empery” and together with the Company, each individually, a “Party” and collectively, the “Parties”).
Agency Agreement on Exclusive Regional Sales of Electric BicyclesAgency Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
Party A and Party B are willing to enter into this contract on the exclusive regional sales and operation of "Dilang" brand electric cycles through friendly and equal discussions in accordance with the Contract Law of the People's Republic of China and both parties shall abide by it.
Exclusive Management Consulting and Technical Service AgreementAnd Technical Service Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
This Exclusive Management Consulting and Technical Service Agreement (hereinafter referred to as "this agreement") is signed by and between the following two parties in Changzhou, People's Republic of China (hereinafter referred to as "China") on November 8, 2019.
Shares Purchase AgreementShares Purchase Agreement • May 19th, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
Based on the foregoing, in order to clarify the relevant rights and obligations of each party in the acquisition, the parties hereby reach the following agreement in respect of the purchase in accordance with the provisions of the relevant laws, regulations and normative documents, so as to jointly abide by it:
Equity Acquisition AgreementEquity Acquisition Agreement • January 26th, 2023 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
Registered address: Room 623, No. 18, Xinya Road, Wujin National High-tech Industrial Development Zone, Changzhou City, Jiangsu Province, China
Agency Agreement on Contracting Lithium Battery Powered Electric BicycleEZGO Technologies Ltd. • December 15th, 2020 • Motorcycles, bicycles & parts
Party A and Party B reach the following terms and conditions on lithium battery powered electric bicycle lease through friendly discussions based on the principle of good faith, free will, cooperation and mutual benefits:
UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • Florida
The undersigned, EZGO Technologies Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (the “Underwriters” and each an “Underwriter”), for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, 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) to issue and sell to the Underwriters an aggregate of 2,800,000 ordinary shares, $0.001 par value per share (“Ordinary Shares”), of the Company (the “Firm Shares”). The Company has also granted to the Representative an option (the “Over-allotment Option”) to purchase up to 420,000 additional Ordinary Shares, on the terms and for the purposes set forth in Section 1(b) hereof (the “Option Shares”). The Firm Shares
The Proxy AgreementThe Proxy Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
Party A: Changzhou Jiekai New Energy Technology Co., Ltd. (the “Trustee”),a wholly foreign-owned company established and validly existing under the laws of China, with its address at Room A507, Science and Technology Industry Building, Jiangsu Research Institute, Dalian University of Technology, Changzhou Science and Education Town, No. 18, Changwu Central Road, Wujin District, Changzhou;
Employment AgreementEZGO Technologies Ltd. • May 17th, 2022 • Motorcycles, bicycles & parts
Address: A209, Jiangsu Research Institute of DUT, No. 18 Changwu Middle Road, Wujin District, Changzhou City, Jiangsu Province, China
ACKNOWLEDGMENT AND TERMINATION AGREEMENTAcknowledgment and Termination Agreement • September 11th, 2023 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
THIS ACKNOWLEDGMENT AND TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2023, by and between EZGO Technologies Ltd., a British Virgin Islands business company (the “Company”) and Sabby Volatility Warrant Master Fund, Ltd. (the “Sabby” and together with the Company, each individually, a “Party” and collectively, the “Parties”).
ACKNOWLEDGMENT AND TERMINATION AGREEMENTAcknowledgment and Termination Agreement • September 11th, 2023 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
THIS ACKNOWLEDGMENT AND TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2023, by and between EZGO Technologies Ltd., a British Virgin Islands business company (the “Company”) and CVI Investments, Inc. (“Heights” and together with the Company, each individually, a “Party” and collectively, the “Parties”).
Exclusive Call Option AgreementExclusive Call Option Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
Party A: Changzhou Jiekai New Energy Technology Co., Ltd. a wholly foreign-owned company established and validly existing under the laws of China, with its address at Room A507, Science and Technology Industry Building, Jiangsu Research Institute, Dalian University of Technology, Changzhou Science and Education Town, No. 18, Changwu Central Road, Wujin District, Changzhou;
Equity Transfer AgreementEZGO Technologies Ltd. • April 18th, 2023 • Motorcycles, bicycles & parts
Based on the foregoing, in order to clarify the relevant rights and obligations of the parties in this acquisition, the parties hereby reach the following agreement on the relevant matters of this acquisition in accordance with the provisions of relevant laws, regulations and normative documents, in order to jointly abide by:
Equity Transfer Agreement among Jiangsu Baozhe Electric Technologies Co., Ltd. and [Liu Yuxing] [Changzhou Cenbird Electric Bicycle Manufacturing Co., Ltd.] [Fang Yan] as Regards [Jiangsu Cenbird E-Motorcycle Technologies Co., Ltd.] [September 6], 2019Equity Transfer Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
This Equity Transfer Agreement between Jiangsu Baozhe Electric Technologies Co., Ltd. and Liu Yuxing as Regards Jiangsu Cenbird E-Motorcycle Technologies Co., Ltd. (“the Agreement”) is made as of [September 6], 2019 in Changhzhou, Jiangsu, China by and among:
Asset Purchase Arrangement AgreementEZGO Technologies Ltd. • May 19th, 2021 • Motorcycles, bicycles & parts
Loan AgreementLoan Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
This loan agreement (hereinafter referred to as “this agreement”) is signed by the following two parties in Changzhou, Jiangsu Province on November 8, 2019:
ORDINARY SHARE PURCHASE WARRANT EZGO TECHNOLOGIES LTD.Ordinary Share Purchase Warrant • June 6th, 2023 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • 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 June ___, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from EZGO Technologies Ltd., a British Virgin Islands business company (the “Company”), up to ______ Ordinary Shares (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).
Cooperation Agreement on Power Lithium Battery LeaseCooperation Agreement • December 15th, 2020 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts
Party A and Party B reach the following terms and conditions on power lithium battery lease through friendly negotiation based on the principle of good faith, free will, cooperation and mutual benefits:
