ZHONG YANG FINANCIAL GROUP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2021 • Zhong Yang Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 10th, 2021 • Zhong Yang Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Indemnification Agreement (“Agreement”), dated as of ________________, is by and between Zhong Yang Financial Group Limited, a company formed under the laws of the Cayman Islands (the “Company”) and _____________ (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2021 • Zhong Yang Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of May 22, 2017 by and between Zhong Yang Financial Group Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Tam Hoi Ling Jennifer, an individual (the “Executive”). 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 (collectively, the “Group”). This employment agreement shall replace all previous employment agreements signed with other subsidiaries.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 13th, 2024 • TOP Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
ORDINARY SHARE PURCHASE WARRANT TOP FINANCIAL GROUP LIMITEDTOP Financial Group LTD • February 13th, 2024 • Security & commodity brokers, dealers, exchanges & services
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 February [__] 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May [___], 2024 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Top Financial Group Limited, a Cayman Islands company (the “Company”), up to [______] Ordinary Shares, par value $0.001 per share (the “Ordinary Share”) (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), subject to adjustments set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2024 • TOP Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2024, between TOP Financial Group Limited, a company organized under the laws of 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”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2023 • TOP Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Share Purchase Agreement (this “Agreement”), dated as of February 9, 2023, is entered into among Win100 Wealth Limited, a company formed under the laws of the British Virgin Islands (the “Target”), Junli Yang, the sole shareholder of the Target (the “Seller”), ZYIL(BVI) Limited, a company formed under the laws of the British Virgin Islands (the “Buyer”), and TOP Financial Group Limited, a company formed under the laws of the Cayman Islands (the “Payee”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
SERVICE LEVEL AGREEMENT Go.ExchangeVS BodyService Level Agreement • September 10th, 2021 • Zhong Yang Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • Hong Kong
Epolestar Intelligent Platform V9.0 Licensing Service ContractZhong Yang Financial Group LTD • September 10th, 2021 • Security & commodity brokers, dealers, exchanges & services
After friendly negotiation, the two parties, based on the principle of “long-term cooperation and common development,” agree on Party B allow Party A to use the “ Epolestar Intelligent Platform V9.0” (hereinafter referred to as “ Epolestar ” ) and other related matters. This contract is signed in accordance with the “Contract Law of the People’s Republic of China” and other laws and regulations, and both parties shall abide by it. The terms are as follows:
Software License AgreementSoftware License Agreement • August 16th, 2022 • TOP Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Software License Agreement (this “Agreement”), effective as of August 11, 2022 (the “Effective Date”), is by and between Junli Yang, and WIN100 TECH Limited, a British Virgin Islands company (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”
Zhengzhou Esunny Information Technology Co., Ltd System operation service contractZhong Yang Financial Group LTD • September 10th, 2021 • Security & commodity brokers, dealers, exchanges & services
In accordance with the Contract Law of the People’s Republic of China and other laws and regulations, and in accordance with the principle of “long-term cooperation and common development” and through friendly consultation, both parties have reached the following contract for Party B to provide Party A with the “Esunny International Financial Derivatives Trading and Analysis System” and its operating services:
