Exhibit
99.1
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July 24, 2026 by and among CCH Holdings Ltd, a Cayman
Islands company, (the “Company”), and individuals listed in Exhibit A hereto and each affixes its signature
on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
RECITALS
WHEREAS,
the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation
S (“Regulation S”) as promulgated under the Securities Act;
WHEREAS,
the Company is offering up to an aggregate of 15,000,000 class A ordinary shares (the “Shares”), par value US$0.0001
per share, (the “Share”), at price of $0.276 per Share to the Purchasers listed in Exhibit A;
WHEREAS,
the Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose
of investment;
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
ARTICLE
I
Purchase
and Sale of the Shares
Section
1.1 Purchase Price and Closing.
(a) Subject
to the terms and conditions hereof, the Company agrees to issue and sell to each Purchaser and, in consideration of and in express reliance
upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase for $0.276
per Share, such number of Shares for an aggregate price listed on the signature page hereto (the “Purchase Price”).
(b) Subject
to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”)
on the day when all closing conditions are satisfied or waived (the “Closing Date”).
(c) Subject
to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser (i)
such number of Shares, (ii) any other documents required to be delivered pursuant to this Agreement. Upon the time of the Closing, the
Purchaser shall have delivered its Purchase Price by wire transfer, pursuant to the wire information contained in this Agreement, by
check, or by other accepted forms of payment such as cryptocurrency.
ARTICLE
II
Representations
and Warranties
Section
2.1 Representations and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser
on behalf of itself, its Subsidiaries (as hereinafter defined), as of the date hereof, as follows:
(a) Organization,
Good Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite
corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company
and each of its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate)
in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(g) hereof).
(b) Corporate
Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders
is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservator ship, receiver ship or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.
(c) Capitalization.
The authorized capital stock of the Company is 399,028,000 class A ordinary shares with a par value of US$0.0001 each (“Class A
Shares”) 972,000 class B ordinary shares with a par value of US$0.0001 each (“Class B Shares”) and 100,000,000 ordinary
shares of a par value of US$0.0001 of undesignated shares (together with Class A Shares and Class B Shares, the “Ordinary Shares”).
The number of total Ordinary Shares issued and outstanding as of the date of this Agreement is 4,815,727.
(i)
No Ordinary Shares are entitled to preemptive, conversion or other rights and there are no outstanding options, warrants, scrip, rights
to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company;
(ii)
there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional
shares of capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company;
(iii)
the Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity
or debt securities;
(iv)
the Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital
stock of the Company except as set forth in the Company’s Memorandum and Articles of Associations, as amended and in effect on
the date hereof (the “M&A”); and
(v)
The offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing
complied with all applicable Federal and state securities laws, except where non-compliance would not have a Material Adverse Effect.
The Company has furnished or made available to the Purchaser true and correct copies of the M&A. Except as restricted under applicable
federal, state, local or foreign laws and regulations, the Articles, this Agreement, no written or oral contract, instrument, agreement,
commitment, obligation, plan or arrangement of the Company shall limit the payment of dividends on the Company’s Preferred Shares,
or its Ordinary Shares.
(d) Issuance
of Shares. The Shares to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares, when
paid for or issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.
(e) [intentionally
omitted]
(f)
Commission Documents, Financial Statements. The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission”
or “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including the Form 20-F and other material filings pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the
foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”).
The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable
law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than
(i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement
signed by the Purchaser. At the time of the respective filings, the Form 20-F’s complied in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules
and regulations applicable to such documents. As of their respective filing dates, none of the Form 20-F’s contained any untrue
statement of a material fact; and none omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have
been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent
basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii)
in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements),
and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results
of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(g) No
Material Adverse Effect. As of December 31, 2025 till the date of this Agreement, the Company has not experienced or suffered any
Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect” shall mean (i) any material adverse
effect upon the assets, properties, financial condition, business or prospects of the Company, and its Subsidiaries, when taken as a
consolidated whole, and/or (ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with
the ability of the Company to perform any of its material covenants, agreements and obligations under this Agreement.
(h) [intentionally
omitted]
(i) [intentionally
omitted]
(j) Title
to Assets. Except where non-compliance would not have a Material Adverse Effect, each of the Company and the Subsidiaries has good
and marketable title to (i) all properties and assets purportedly owned or used by them as reflected in the Financial Statements, (ii)
all properties and assets necessary for the conduct of their business as currently conducted, and (iii) all of the real and personal
property reflected in the Financial Statements free and clear of any Lien. All leases are valid and subsisting and in full force and
effect.
(k) Actions
Pending. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding
pending or, to the knowledge of the Company, threatened against or involving the Company which questions the validity of this Agreement
or the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. Except where the same
would not have a Material Adverse Effect, there is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding
or any other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company involving any of their
respective properties or assets. To the knowledge of the Company, there are no outstanding orders, judgments, injunctions, awards or
decrees of any court, arbitrator or governmental or regulatory body against the Company, the Subsidiaries or any of their respective
executive officers or directors in their capacities as such.
(l) Compliance
with Law. The Company and the Subsidiaries have all material franchises, permits, licenses, consents and other governmental or regulatory
authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to
possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(m) [intentionally
omitted]
(n) No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated herein and therein do not and will not (i) violate any provision of the Company’s Certificate or Bylaws, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,
license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound,
(iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”) of
any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company
is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local
or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable
to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected,
provided, however, that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
(o) Certain
Fees. No brokers fees, finders fees or financial advisory fees or commissions will be payable by the Company with respect to the
transactions contemplated by this Agreement.
(p) [intentionally
omitted]
(q) Intellectual
Property. Each of the Company and the Subsidiaries owns or has the lawful right to use all patents, trademarks, domain names (whether
or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights
relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing,
which are necessary for the conduct of their respective business as now conducted without any conflict with the rights of others, except
where the failure to so own or possess would not have a Material Adverse Effect.
(r) Books
and Record Internal Accounting Controls. Except as may have otherwise been disclosed in the Form 20-Fs, the books and records of
the Company and the Subsidiaries accurately reflect in all material respects the information relating to the business of the Company
and the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations
or accounts receivable of the Company, or the Subsidiaries. Except as disclosed in the Company’s Commission Documents, the
Company and the Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company, to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect
to any differences.
(s) [intentionally
omitted]
(t) Transactions
with Affiliates. Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements,
contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company on the one
hand, and (b) on the other hand, any officer, employee, consultant or director of the Company or any person owning any capital stock
of the Company or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation
or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such
officer, employee, consultant, director or stockholder.
(u) [intentionally
omitted]
(v) No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 2.2, neither
the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to
be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of the Nasdaq Capital Market on which
any of the securities of the Company are listed or designated.
Section
2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following
representations and warranties to the Company as of the date hereof:
(a) No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions contemplated
hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of
any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or assets are bound,
or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable
to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate,
have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company herein.
(b) Status
and the Business and Financial Experience of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S.
Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer,
nor an affiliate of a broker-dealer. Each Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment.
(c) Reliance
on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire
the Shares.
(d) Information.
The Purchaser and its advisors, if any, have had the opportunity to ask questions to management of the Company and its Subsidiaries,
and have been furnished with information relating to the business, finances and operations of the Company and information relating to
the offer and sale of the Shares which have been reasonably requested by the Purchaser or its advisors. Neither such inquiries nor any
other due diligence investigation conducted by the Purchaser or any of its advisors or representatives shall modify, amend or affect
the Purchaser’s right to rely on the representations and warranties of the Company contained herein. The Purchaser understands
that its investment in the Shares involves a significant degree of risk. The Purchaser further represents to the Company that the Purchaser’s
decision to enter into this Agreement has been based solely on the independent evaluation of the Purchaser and its representatives.
(e) Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Shares.
(f) Transfer
or Re-sale. The Purchaser understands that the sale or re-sale of the Shares has not been and is not being registered under the Securities
Act or any applicable state securities laws, and the Shares may not be transferred unless (i) the Shares are to be sold pursuant to an
effective registration statement under the Securities Act, (ii) the Purchaser shall have delivered to the Company an opinion of counsel
that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares
to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be acceptable
to the Company and the Company’s counsel, (iii) the Shares are sold or transferred to an “affiliate” (as defined in
Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell
or otherwise transfer the Shares only in accordance with this Section 2.2(f) and who is a non-US person, (iv) the Shares are sold pursuant
to Rule 144, or (v) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation
S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.
(g) Legends.
The Purchaser understands that the Shares shall bear a restrictive legend in the form as set forth under Section 5.1 of this Agreement.
The Purchaser understands that, until such time the Shares may be sold pursuant to Rule 144 or Regulation S without any restriction as
to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially
the form set forth under Section 5.1 (and a stop-transfer order may be placed against transfer of the certificates evidencing such Shares).
(h) Residency.
The Purchaser is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages hereto.
(i) No
General Solicitation. The Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i)
any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over
television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of
communications.
(j) Rule
144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities
Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 and
Rule 144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule
144”), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under
certain circumstances. Such Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser
will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from
such registration requirement.
(k) Brokers.
Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect
to the transactions contemplated by this Agreement.
(l) Acquisition
for Investment. The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its
own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. Each Purchaser
(a) is purchasing the Shares for its own account (not as a nominee or agent) for investment purposes only and not with an intent or view
to, or for, resale, distribution, or fractionalization thereof, in whole or in part, (b) has no present arrangement or intention to sell
or distribute the Shares, or to grant participation in the Shares, and (c) does not have any contract, undertaking, agreement, or arrangement
with any person to sell, transfer, or grant participation to such person, or to any third person, with respect to any of the Shares.
(m)
Independent Investment Decision. Such Purchaser has independently evaluated the merits
of its decision to purchase Shares pursuant to this Agreement, and such Purchaser confirms that it has not relied on the advice of any
other person’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement
or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Shares constitutes
legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of the Shares.
(n)
Non-Affiliate. Such Purchaser is not an affiliate (“Affiliate”) with respect to any Person (as defined herein), any
other Person directly or indirectly Controlling, Controlled by, or under common Control (as defined herein) with such Person. “Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in
Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors
or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the
profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited
partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or
(c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law
of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate
of the Controlled Person is a trustee. “Person” means an individual, corporation, partnership (including a general partnership,
limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization,
including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.
ARTICLE
III
Covenants
The
Company covenants with the Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees (as
defined herein).
Section
3.1 Securities Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions
contemplated by any of this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by
applicable law, rule and regulation, for the legal and valid issuance of the Shares to the Purchaser or subsequent holders.
Section
3.2 Confidential Information. The Purchaser agrees that such Purchaser and its employees, agents and representatives will keep
confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential
information which such Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted
by the Company to such Purchaser pursuant to this Agreement, unless such information is known to the public through no fault of such
Purchaser or his or its employees or representatives; provided, however, that a Purchaser may disclose such information (i) to its attorneys,
accountants and other authorized professionals in connection with their representation of such Purchaser in connection with such Purchaser’s
investment in the Company, (ii) to any prospective permitted transferee of the Shares, so long as the prospective transferee agrees to
be bound by the provisions of this Section 3.3, or (iii) to any general partner or affiliate of such Purchaser.
Section
3.3 Compliance with Laws. The Company shall comply to comply in all material respects, with all applicable laws, rules, regulations
and orders, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.
Section
3.4 Keeping of Records and Books of Account. The Company shall keep adequate records and books of account, in which complete
entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company, and in which,
for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes
in connection with its business shall be made.
Section
3.5 [intentionally omitted]
Section
3.6 No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.
ARTICLE
IV
CONDITIONS
Section
4.1 Conditions Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue
and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy
of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall
be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except
for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects
as of such date.
(b) Performance
by the Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.
(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.
(d) Delivery
of Purchase Price. The Purchase Price for the Shares shall have been delivered to the Company.
(e) Delivery
of this Agreement. This Agreement shall have been duly executed and delivered by the Purchaser to the Company.
Section
4.2 Conditions Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser
to acquire and pay for the Shares offered in Offering is subject to the satisfaction or waiver, at or before the Closing, of each of
the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at any
time in its sole discretion.
(a) Accuracy
of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement
shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except for
representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of
such date.
(b) Performance
by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.
(d) No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced,
and no investigation by any governmental authority shall have been threatened, against the Company, or any of the officers, directors
or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages
in connection with such transactions.
(e)
[intentionally omitted]
(f) Resolutions.
The Board of Directors of the Company shall have adopted resolution consistent with Section 2.1(b) hereof in a form reasonably acceptable
to such Purchaser (the “Resolution”).
(g) Material
Adverse Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.
ARTICLE
V
[intentionally
omitted]
ARTICLE
VI
Indemnification
Section
6.1 General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and their respective directors, officers,
managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities,
deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements)
incurred by the Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company
herein. The Purchaser, severally but not jointly, agrees to indemnify and hold harmless the Company and its directors, officers, affiliates,
agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including,
without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any inaccuracy
in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of the Purchaser
pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by the Purchaser
hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential or punitive
damages resulting from a breach or violation of this Agreement.
Section
6.2 Indemnification Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified Party”)
will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the
failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party
of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give
notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought
hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party
a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the
defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified
Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification
notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action,
proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its
option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects
in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and
expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification
hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any
such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the
Indemnified Party which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its
sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided, however, that the indemnifying party shall be liable for any settlement if the indemnifying
party is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such notification. Notwithstanding
anything in this Article VI to the contrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent,
settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified
Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party
of a release from all liability in respect of such claim. The indemnification required by this Article VI shall be made by periodic payments
of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability
is incurred, so long as the Indemnified Party irrevocably agrees to refund such moneys if it is ultimately determined by a court of competent
jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a)
any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the
indemnifying party may be subject to pursuant to the law.
ARTICLE
VII
Miscellaneous
Section
7.1 Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors,
counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.
Section
7.2 Specific Enforcement, Consent to Jurisdiction.
(a) The
Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or
equity.
(b) Each
of the Company and the Purchaser hereby irrevocably submits to the jurisdiction of the United States District Court sitting in the Southern
District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby or thereby. Each of the Company and the Purchaser
consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect
or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
Section
7.3 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect
to the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations,
warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect
to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written
instrument signed by the Company and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by
the party against whom enforcement of any such waiver is sought.
Section
7.4 Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted
under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing
and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day
of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt
requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid),
on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if
delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or
if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending
party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because
of a changed address of which no notice was given (in accordance with this Section 7.4), or the refusal to accept same, the notice, demand,
consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced
by a sworn affidavit of the sender).
Section
7.5 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it
thereafter.
Section
7.6 Headings. The section headings contained in this Agreement (including, without limitation, section headings and headings
in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or
interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender
as is appropriate. References to the singular shall include the plural and vice versa.
Section
7.7 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company
or the Purchaser, as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may
assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or substantially
all of its Shares in a private transaction without the prior written consent of the Company or the other Purchaser, after notice duly
given by such Purchaser to the Company provided, that no such assignment or obligation shall affect the obligations of such Purchaser
hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof
that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted
successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.
Section
7.8 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York. This Agreement shall be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
Section
7.9 Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery
hereof and the Closing hereunder for a period of three (3) years following the Closing Date.
Section
7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature
were the original thereof.
Section
7.11 Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction
shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provision or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or
unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.
Section
7.12 Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers.
Each Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement.
Section
7.13 Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.
Section
7.14. Language. The Agreement is in both English and Chinese, which both have binding effects. If there is any conflict between
the English and Chinese language, English language prevails.
[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]
[Signature
Page of the Company]
IN
WITNESS WHEREOF, the Company hereto have caused this Agreement to be duly executed by its authorized officer as of the date first above
written.
The
Company:
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By: |
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Name: |
Goh Kok E |
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Title: |
Chief Executive Officer |
[Signature
Page of the Purchaser]
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of
the date first above written.
Exhibit
A
