AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • Hong Kong
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement” or “Amendment”), is entered into as of February 2, 2021, by and between Regencell Bioscience Holdings Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Yat-Gai Au, a holder of Hong Kong Identity Card Number ******** (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”).
REGENCELL BIOSCIENCE HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • New York
The undersigned, Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A) an aggregate of 2,300,000 ordinary shares (the “Firm Shares”) par value $0.00001 per share of the Company (“Ordinary Shares”) and (B) at the election of the Representative, (i) up to an additional 345,000 Ordinary Shares (the “Option Shares”, and together with the Firm Shares, the “Shares”). The offering and sale of the Shares contemplated by this Agreement is referred to herein as the “Offering”.
REGENCELL BIOSCIENCE HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • New York
The undersigned, Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A) an aggregate of __________ ordinary shares (the “Firm Shares”) par value $0.00001 per share of the Company (“Ordinary Shares”) and (B) at the election of the Representative, (i) up to an additional _______ Ordinary Shares (the “Option Shares”, and together with the Firm Shares, the “Shares”). The offering and sale of the Shares contemplated by this Agreement is referred to herein as the “Offering”.
LOAN AGREEMENT entered into between: Mr. Yat-Gai Au (“the Lender”) And Regencell Bioscience Limited (“the Borrower”)Loan Agreement • February 4th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • Hong Kong
This LOAN AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into on November 10, 2020, by and between Yat-Gai Au, a holder of Hong Kong Identity Card Number: P*******, 11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong (hereinafter referred to as the “Lender”) and Regencell Bioscience Limited, a limited company duly established under the laws of Hong Kong, having its registered office at 11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong (hereinafter referred to as the “Borrower”). The Lender and the Borrower collectively shall be referred to as the “Parties” and respectively as the “Party.”
SUPPLEMENTAL AGREEMENTSupplemental Agreement • February 4th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • Hong Kong
This Supplemental Agreement (the “Supplemental Agreement”) of the Deed of Rights Transfer, Strategic Partnership and Undertaking Agreement is made and entered into on November 10, 2020 (“Effective Date”) by and between:
AGREEMENT OF OPTION TO PURCHASE ORDINARY SHARE OF Regencell Bioscience Holdings Limited (the “COmpany”)Agreement • June 11th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • New York
WHEREAS, the Company has approved 2021 Share Option Plan on May 31, 2021, pursuant to which the Chief Executive Officer (“CEO”) of the Company may grant options to consultants, employees, and directors (collectively, “Service Provider”) of the Company with the approval of the Board of Directors (the “Board”);
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • Hong Kong
ContractRegencell Bioscience Holdings LTD • March 22nd, 2021 • Medicinal chemicals & botanical products • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS NOT REDISTRICTIRED. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
SECOND EXTENSION OF letter of Lock-Up UndertakingRegencell Bioscience Holdings LTD • June 5th, 2023 • Medicinal chemicals & botanical products
References are made in this second extension of letter of lock-up undertaking (this “Second Extension of Lock-Up Undertaking”) to (i) an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated , under which the Company granted certain options (the “Options”) to purchase ordinary shares of the Company in the amounts set forth therein; (ii) a letter of lock-up undertaking by the Optionee dated , under which the Optionee undertook to the Company, within the period of one year and six months immediately following the closing of the initial public offering of the Company, not to, and to procure any entities controlled by the Optionee and any trusts of which the Optionee is a beneficiary not to, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of any of the Options or shares issued upon exercise of t
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • Hong Kong
Dated the 1st day of January 2018 AU, SIK KEE (區錫機) AND REGENCELL BIOSCIENCE LIMITED DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKINGRegencell Bioscience Holdings LTD • November 13th, 2020 • Medicinal chemicals & botanical products • Hong Kong
AU, SIK KEE (區錫機), the holder of Hong Kong Identity Card No. [ ] of 22/F, First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong, being the Listed Chinese Medicine Practitioner with the Listed No. of [ ] maintained by the Chinese Medicine Practitioners Board of the Chinese Medicine Council of Hong Kong (“The Chinese Medicine Practitioner”);
AU, SIK KEE (區錫機)Regencell Bioscience Holdings LTD • February 4th, 2021 • Medicinal chemicals & botanical products • Hong Kong
AU, SIK KEE (區錫機), the holder of Hong Kong Identity Card No. K*******, of 22/F, First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong, being the Listed Chinese Medicine Practitioner with the Listed No. of L***** maintained by the Chinese Medicine Practitioners Board of the Chinese Medicine Council of Hong Kong (“The Chinese Medicine Practitioner”);
FORM OF LETTER OF LOCK-UP UNDERTAKINGRegencell Bioscience Holdings LTD • May 16th, 2022 • Medicinal chemicals & botanical products • New York
Pursuant to an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated June 9, 2021, the Company granted to the Optionee certain options (the “Options”) to purchase ordinary shares of the Company in the amounts set forth therein.
FORM OF LETTER OF LOCK-UP UNDERTAKINGRegencell Bioscience Holdings LTD • December 15th, 2023 • Medicinal chemicals & botanical products
References are made in this third extension of letter of lock-up undertaking (this “Third Extension of Lock-Up Undertaking”) to (i) an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated , under which the Company granted certain options (the “Options”) to purchase ordinary shares of the Company in the amounts set forth therein; (ii) a letter of lock-up undertaking by the Optionee dated , under which the Optionee undertook to the Company, within the period of one year and six months immediately following the closing of the initial public offering of the Company, not to, and to procure any entities controlled by the Optionee and any trusts of which the Optionee is a beneficiary not to, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of any of the Options or shares issued upon exercise of the
letter of Lock-Up UndertakingRegencell Bioscience Holdings LTD • January 4th, 2023 • Medicinal chemicals & botanical products
References are made in this letter (this “Letter”) to (i) an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated , under which the Company granted certain options (the “Options”) to purchase ordinary shares of the Company in the amounts set forth therein; and (ii) a letter of lock-up undertaking by the Optionee dated , under which the Optionee undertook to the Company, within the period of one year and six months immediately following the closing of the initial public offering of the Company, not to, and to procure any entities controlled by the Optionee and any trusts of which the Optionee is a beneficiary not to, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of any of the Options or shares issued upon exercise of the Options (the “Lock-up Undertaking”).
CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENTChief Financial Officer Employment Agreement • February 4th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • Hong Kong
SUPPLEMENTAL LOAN AGREEMENTSupplemental Loan Agreement • March 22nd, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products
This Supplemental Loan Agreement (the “Supplemental Agreement”) is dated as of March 18, 2021, by and among Mr. Yat-Gai Au (the “Lender”) and Regencell Bioscience Limited (“the Borrower”).
LOAN EXTENSION AGREEMENTLoan Extension Agreement • February 4th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products
This Loan Extension Agreement (the “Extension Agreement”) is dated as of this February 2, 2021, by and between Mr. Yat-Gai Au (“the Lender”) and Regencell Bioscience Limited (“the Borrower”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • September 7th, 2021 • Regencell Bioscience Holdings LTD • Medicinal chemicals & botanical products • Hong Kong
