Top Wealth Group Holding LTD Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2024, between Top Wealth Group Holding Limited, a Cayman Islands exempt company with limited liability (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between TOP WEALTH GROUP HOLDING LIMITED, and REVERE SECURITIES, LLC, as Representative of the Several Underwriters TOP WEALTH GROUP HOLDING LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
The undersigned, TOP WEALTH GROUP HOLDING LIMITED, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with REVERE SECURITIES, LLC, a FINRA Member firm (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of October 27, 2023 by and between Top Wealth Group Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Hung, CHEUNG, 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”).
DIRECTOR AGREEMENTDirector Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of May 16, 2023, is by and between Top Wealth Group Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Kim Kwan Kings Wong, an individual (the “Director”).
THIS AGREEMENT is made the 15 day of January, 2025 BETWEEN:Executive Employment Agreement • January 21st, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2025, between Top Wealth Group Holding Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2025, between Top Wealth Group Holding Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2026 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [date], 2026 by and between Top Wealth Group Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [ ], 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”).
Sales ContractSales Contract • May 17th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Top Wealth Group Holding Limited Units 714 & 715, 7F, Hong Kong PlazaPlacement Agent Agreement • October 15th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
Sales ContractSales Contract • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Sales ContractSales Contract • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2025, between Top Wealth Group Holding Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 11th, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
Corporate Development Consultant Appointment AgreementCorporate Development Consultant Appointment Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
This Corporate Development Director Appointment Agreement (hereinafter referred to as “The Agreement”) shall become effective on August 1, 2022.
Sales ContractSales Contract • May 17th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Food Processing Factory Leasing and Service Project AgreementFood Processing Factory Leasing and Service Project Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
Dated 5 January 2026 Winwin Development Group Limited (as Vendor 1) Happy Harbour International Limited (as Vendor 2) Dragon Cloud International Limited (as Vendor 3) TangEkanaya Limited (as Vendor 4) Darson Enterprise Limited (as Vendor 5) Lo Chung...Agreement for the Sale and Purchase of Shares • January 20th, 2026 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
Vendor 1, Vendor 2, Vendor 3, Vendor 4, Vendor 5 and Vendor 6 shall hereinafter be referred to each as “Vendor” and collectively as the “Vendors”.
WARRANT TO PURCHASE ORDINARY SHARES TOP WEALTH GROUP HOLDING LIMITEDWarrant to Purchase Ordinary Shares • October 10th, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the [____] anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Wealth Group Holding Limited, a Cayman Islands exempted company (the “Company”), up to ______ Class A Ordinary Shares, par value $0.009 (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Food Processing Factory Leasing and Service Project AgreementFood Processing Factory Leasing and Service Project Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 21st, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
Top Wealth Group Holding Limited Units 714 & 715 7F, Hong Kong Plaza Hong KongIndependent Director Offer Letter • January 5th, 2026 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
Top Wealth Group Holding Limited, a Cayman Islands company (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board of Directors and/or Nominating and Compensation Committees.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2026 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
Sales ContractSales Contract • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Caviar Sales AgreementCaviar Sales Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
According to the provisions of the “Contract Law of the People’s Republic of China,” the “Food Safety Law of the People’s Republic of China,” and relevant laws and regulations, and considering that Party B possesses the qualification (recorded registration number: 04494516) for the overseas export trade of specialty products produced by Party A, namely caviar, Party B serves as Party A’s exclusive long-term partner for overseas trade. Party B will be assisting Party A in activities such as overseas investment promotion and market development for an extended period. After thorough negotiations between Party A and Party B, they are reaching this long-term cooperation agreement.
WARRANT TO PURCHASE ORDINARY SHARES TOP WEALTH GROUP HOLDING LIMITEDWarrant to Purchase Ordinary Shares • November 21st, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the [____] anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Wealth Group Holding Limited, a Cayman Islands exempted company (the “Company”), up to ______ Class A Ordinary Shares, par value $0.009 (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT TOP WEALTH GROUP HOLDING LIMITEDPlacement Agent Ordinary Share Purchase Warrant • September 23rd, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [____]1, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Wealth Group Holding Limited, a Cayman Islands exempted company (the “Company”), up to ______ Class A Ordinary Shares, par value $0.009 (the “Ordinary Share(s)”) (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). This Warrant is issued pursuant to that certain Engagement A
TOP WEALTH GROUP HOLDING LIMITED At Market Sales Agreement Class A Ordinary Shares (par value US$0.009 per share)At Market Sales Agreement • September 11th, 2026 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
Top Wealth Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with Chaince Securities, LLC (“Chaince,” or the “Agent”), as follows.
Lease of Food Factory Project AgreementLease Agreement • July 18th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
Sales contract for CaviarSales Contract • July 18th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
According to the provisions of the “Contract Law of the People’s Republic of China,” the “Food Safety Law of the People’s Republic of China,” and relevant laws and regulations, and considering that Party B possesses the qualification (recorded registration number: 04494516) for the overseas export trade of specialty products produced by Party A, namely caviar, Party B serves as Party A’s exclusive long-term partner for overseas trade. Party B will be assisting Party A in activities such as overseas investment promotion and market development for an extended period. After thorough negotiations between Party A and Party B, they are reaching this long-term cooperation agreement.
Sales Agreement for CaviarSales Agreement • November 21st, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
According to the provisions of the “Contract Law of the People’s Republic of China,” the “Food Safety Law of the People’s Republic of China,” and relevant laws and regulations, and considering that Party B possesses the qualification (recorded registration number: 04494516) for the overseas export trade of specialty products produced by Party A, namely caviar, Party B serves as Party A’s exclusive long-term partner for overseas trade. Party B will be assisting Party A in activities such as overseas investment promotion and market development for an extended period. After thorough negotiations between Party A and Party B, they are reaching this long-term cooperation agreement.
SERIES [A] [B] ORDINARY SHARE PURCHASE WARRANT TOP WEALTH GROUP HOLDING LIMITEDOrdinary Share Purchase Warrant • September 23rd, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
THIS SERIES [A] [B] 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the [____]1 anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Wealth Group Holding Limited, a Cayman Islands exempted company (the “Company”), up to ______ Class A Ordinary Shares, par value $0.009 (the “Ordinary Share(s)”) (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).
Form of Distributorship AgreementDistributorship Agreement • August 14th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
Upon negotiation, Party A and Party B have confirmed the following contents and agreed the following clauses and entered into this contract:
Lease of Food Factory Project AgreementLease of Food Factory Project Agreement • September 24th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT TOP WEALTH GROUP HOLDING LIMITEDPre-Funded Ordinary Share Purchase Warrant • September 23rd, 2025 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) to subscribe for and purchase from Top Wealth Group Holding Limited, a Cayman Islands exempt company (the “Company”), up to ______ Class A Ordinary Shares, $0.009 par value (the “Ordinary Share(s)”) (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).