UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January 2024
Commission File Number 001-40375
E-Home Household Service Holdings Limited
(Translation of registrant’s name into English)
E-Home, 18/F, East Tower, Building B,
Dongbai Center, Yangqiao Road,
Gulou District, Fuzhou City 350001,
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F
☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into a Material
Definitive Agreement
On January 11, 2024,
E-Home Household Service Holdings Limited (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
with certain purchasers identified on the signature page thereto (the “Purchasers”), pursuant to which the Company agreed
to sell to the Purchasers in a private placement 20,000,000 ordinary shares (the “Shares”) of the Company, at a purchase price
of $0.68 per share for an aggregate price of $13,600,000 (the “Private Placement”). The Private Placement will be completed
pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. The foregoing
summary of the terms of the Agreement are subject to, and qualified in its entirety by, the Agreement, a copy of which is attached hereto
as Exhibit 10.1 and is incorporated by reference herein.
Stock Award to Certain
Officer
On January 9, 2024 (the
“Grant Date”), the Compensation Committee of the Board of Directors (the “Board”) of the Company granted a stock
award of 340,000 ordinary shares of the Company (“Shares”) to Mr. Wenshan Xie, Chief Executive Officer of the Company (the
“Grantee”), pursuant to the Company’s 2023 Share Incentive Plans (the “Grant”). 50% of the Shares
vested immediately on the Grant Date and the remaining 50% of the Shares shall vest on six months anniversary of the Grant Date. The Grantee
also entered into a Stock Award Agreement with the Company on January 9, 2024. The form of Stock Award Agreement is filed as Exhibits
10.2 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 16, 2024
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E-Home Household Service Holdings Limited |
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By: |
/s/ Wenshan Xie |
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Name: |
Wenshan Xie |
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Title: |
Chief Executive Officer |
Exhibit Index
Exhibit 10.1
SECURITIES
PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of January 11, 2024 (the “Effective Date”) by and between E-Home
Household Service Holdings 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”).
RECITALS
WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the
Securities Act contained in Section 4(a)(2) thereof and/or Regulations S thereunder, the Company desires to issue and sell to the Purchasers,
and the Purchasers desire to purchase from the Company, certain securities of the Company as more fully described in this Agreement.
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 Purchasers agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in, and construed, under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.
“Closing
Date” means the day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations
to deliver the Shares, in each case, have been satisfied or waived.
“Commission”
means the United States Securities and Exchange Commission.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange
Rules” shall mean the listing rules of The Nasdaq Stock Market.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Ordinary Shares”
means the ordinary shares of the Company, par value $0.2 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.
“Per Share Purchase
Price” equals $0.68 per share of Ordinary Shares, subject to adjustment for reverse and forward stock splits, stock combinations
and other similar transactions of the Ordinary Shares that may occur after the date of this Agreement.
“Person”
means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(c).
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(f).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Securities
Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), the Securities
Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers”
(as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board, the Exchange Rules and applicable
state securities laws and regulations.
“Shares”
means the Ordinary Shares of issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Ordinary Shares).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such
Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States
dollars and in immediately available funds.
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, and any other documents or agreements executed between the Company and the Purchasers in connection
with the transactions contemplated hereunder.
“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,
Woodmere, New York 11598, and any successor transfer agent of the Company.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of 20,000,000 Ordinary Shares of the Company at Per Share Purchase Price for a
total of $13,600,000. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser
shall be made available for “Delivery Versus Payment” settlement with the Company or its designees. Upon receiving such
Purchaser’s Subscription Amount on the Closing Date and the delivery by such Purchaser of the other items set forth in Section 2.2
deliverable at the Closing, the Company shall deliver the Shares to such Purchaser as determined pursuant to Section 2.2(a).
2.2 Deliveries.
(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser each of the following:
(i) this
Agreement duly executed by the Company;
(ii) subject
to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver
the Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, in the name of such Purchaser.
(b) On
or prior to the Closing Date, each of the Purchasers shall deliver or cause to be delivered to the Company, as applicable, the following:
(i) this
Agreement duly executed by such Purchaser; and
(ii) such
Purchaser’s Subscription Amount by wire transfer to the bank account directed by the Company.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy when made and on the Closing Date of the representations and warranties of such Purchaser contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of such Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by such Purchaser of the items set forth in Section 2.2(b) of this Agreement on or prior to the Closing Date.
(b) The
obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific
date therein in which case they will be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement on or prior to the Closing Date; and
(iv) there
shall have been no material adverse effect with respect to the Company since the date hereof.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as indicated in the SEC Reports, the Company hereby represents and warrants to the Purchasers
as of the date of this Agreement and as of the Closing Date as follows:
(a) Organization
and Qualification. The Company and each of the Subsidiaries, if any, is an entity duly incorporated or otherwise organized and validly
existing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
(b) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other
than in connection with the Required Approvals (as defined below).
(c) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any governmental authority or any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the
offer, issue and sale of the Shares, other than: (i) the disclosure filing required for this Agreement and (ii) application(s) to each
applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby (collectively, the
“Required Approvals”).
(d) Authorization
of the Shares. The Shares to be sold by the Company and their issue and sale are duly authorized and, when issued and paid for in
accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and free and clear of all Liens imposed
by the Company.
(e) Capitalization.
Except as may be described in the SEC Reports, all of the issued share capital of the Company has been duly and validly authorized and
issued, is fully paid and non-assessable.
(f) SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof
(or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the
exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”).
(g) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be or be
an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
3.2 Representations
and Warranties of the Purchaser. Each Purchaser, for itself and for no other Purchasers, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as made of a specific date stated therein, in which case they
shall be accurate as of such date):
(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms.
(b) Understandings
or Arrangements. Such Purchaser is acquiring the Shares for its own account and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of the Shares (this representation and warranty not limiting such Purchaser’s
right to sell the Shares in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Shares as principal,
not as nominee or agent, and not with a view to or for distributing or reselling the Shares or any part thereof in violation of the Securities
Act or any applicable state securities law.
(c) Foreign
Investors. Such Purchaser hereby represents that it has satisfied itself as to the full observance by such Purchaser of the laws of
its jurisdiction applicable to such Purchaser in connection with the purchase of the Shares or the execution and delivery by such Purchaser
of this Agreement and the Transaction Documents, including (i) the legal requirements within its jurisdiction for the purchase of
the Shares, (ii) any foreign exchange restrictions applicable to the purchase, (iii) any governmental or other consents that
may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to such Purchaser’s
purchase, holding, redemption, sale, or transfer of the Shares. Such Purchaser’s subscription and payment for, and continued beneficial
ownership of, the Shares will not violate any securities or other laws of such Purchaser’s jurisdiction applicable to such Purchaser.
(d) Experience
of Purchaser. Such 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. Such Purchaser is able to bear the economic risk of an investment in the
Shares and, at the present time, is able to afford a complete loss of such investment.
(e) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents and the SEC Reports
and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares;
(ii) access to information about the Company and its financial condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the
Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with
respect to the investment.
(f) Regulation
S. Such Purchaser is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring
the Shares for the account or benefit of a U.S. person. Such Purchaser will not, within six (6) months of the date of the transfer of
the Shares to such Purchaser, (i) make any offers or sales of the Shares in the United States or to, or for the benefit of, a U.S. person
(in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements
of the Securities Act, or (ii) engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.
Neither such Purchaser nor any of such Purchaser’s Affiliates or any person acting on his/her or their behalf has engaged or will
engage in directed selling efforts (within the meaning of Regulation S) with respect to the Shares, and all such persons have complied
and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Shares outside of the
United States. Such Purchaser further makes the representations and warranties to the Company set forth on Exhibit A.
(g) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
discussed the transaction with the Company or any other Person representing the Company setting forth the material terms of the transactions
contemplated hereunder and ending on the date when this Agreement is publicly disclosed by the Company. Such Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
(h) Purchaser
Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, an “accredited investor”
as defined in Rule 501(a) under the Securities Act.
(i) No
Registration. Such Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act or applicable
securities laws of any state or country and therefore the Shares cannot be sold, pledged, assigned or otherwise disposed of unless they
are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements
are available. The Company shall be under no obligation to register the Shares under the Securities Act and applicable state securities
laws, and any such registration shall be in the Company’s sole discretion.
(j) No
General Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication
regarding the Shares published in any newspaper, magazine, website or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Reservation
of Securities. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, a sufficient number of shares of Ordinary Shares for issuance pursuant to the Transaction Documents
in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.
4.2 Certain
Transactions and Confidentiality. Each Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any
understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period
commencing with the execution of this Agreement and ending on the date when this Agreement is publicly disclosed by the Company.
Each Purchaser also covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company,
such Purchaser will maintain the confidentiality of the existence and terms of this transaction.
4.3 Legends.
The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other
than pursuant to an effective registration statement or Rule 144, , the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall
be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under
the Securities Act. Each Purchaser agrees to the imprinting, so long as is required by this Section 4.3, of a legend on all of the certificates
evidencing the Shares in the following form:
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
ARTICLE V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by the Company or any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other party if the Closing
has not been consummated on or before January 31, 2024; provided, however, that no such termination will affect the right of any party
to sue for any breach by any other party (or parties).
5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, 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.
5.3 Entire
Agreement. The Transaction Documents contain the entire understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules.
5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile
at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall
be as set forth on the signature pages attached hereto.
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and a Purchaser as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, or, in the case of a waiver, by the party granting the waiver.
No waiver 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 subsequent default or a waiver of any other provision, 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.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
No party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company and
such Purchaser.
5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
this Section 5.8.
5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the New York City, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in New York City, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. 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
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
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares. The terms of this Article
V shall survive any termination of the Agreement pursuant to Section 5.1.
5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.
5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.14 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and shares of Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement. The English version
of this Agreement, regardless of whether a translation in any other language is or will be made, shall be the only authentic version.
5.15 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
| E-Home Household Service Holdings Limited |
| |
|
| By: |
/s/Wenshan
Xie |
|
| |
Name: |
Wenshan Xie |
|
| |
Title: |
Chief Executive Officer |
|
Address for Notice:
E-Home Household Service Holdings Limited
18/F, East Tower, Building B, Dongbai Center
Yangqiao Road, Gulou District, Fuzhou City
Fujian Province, China 350001
E-Mail:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE
AGREEMENT]
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Name of Purchaser:
Signature of Authorized Signatory of Purchaser:
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Subscription Amount: $
Number of Shares:
EXHIBIT A TO
THE SECURITIES PURCHASE AGREEMENT
NON U.S. PERSON REPRESENTATIONS
Purchaser indicates that it is not a U.S. person, further represents
and warrants to the Company as follows:
| 1. | At the time of (a) the offer by the Company and (b) the acceptance of the offer by the Purchaser, of the
Shares, Purchaser was outside the United States. |
| 2. | Purchaser is acquiring the Shares for Purchaser’s own account, for investment and not for distribution
or resale to others and is not purchasing the Shares for the account or benefit of any U.S. person, or with a view towards distribution
to any U.S. person, in violation of the registration requirements of the Securities Act. |
| 3. | Purchaser will make all subsequent offers and sales of the Shares either (x) outside of the United States
in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from
registration under the Securities Act. Specifically, Purchaser will not resell the Shares to any U.S. person or within the United States
prior to the expiration of a period commencing on the date of Closing and ending on the date that is six months thereafter (the “Distribution
Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities
Act. |
| 4. | Purchaser has no present plan or intention to sell the Shares in the United States or to a U.S. person
at any predetermined time, has made no predetermined arrangements to sell the Shares and is not acting as a distributor of such securities. |
| 5. | Neither Purchaser, its affiliates nor any person acting on behalf of Purchaser, has entered into, has
the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S.
with respect to the Shares at any time after the date of Closing through the Distribution Compliance Period except in compliance with
the Securities Act. |
| 6. | Purchaser consents to the placement of a legend on any certificate or other document evidencing the Shares
substantially in the form set forth in Section 4.3. |
| 7. | Purchaser is not acquiring the Shares in a transaction (or an element of a series of transactions) that
is part of any plan or scheme to evade the registration provisions of the Securities Act. |
| 8. | Purchaser has sufficient knowledge and experience in finance, securities, investments and other business
matters to be able to protect Purchaser’s interests in connection with the transactions contemplated by this Agreement. |
| 9. | Purchaser has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and
financial advisors concerning its investment in the Shares. |
| 10. | Purchaser understands the various risks of an investment in the Shares and can afford to bear such risks
for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares. |
| 11. | Purchaser has had access to the Company’s information that the Purchaser has requested and all such
information is sufficient for Purchaser to evaluate the risks of investing in the Shares. |
| 12. | Purchaser has been afforded the opportunity to ask questions of and receive answers concerning the Company
and the terms and conditions of the issuance of the Shares. |
| 13. | Purchaser is not relying on any representations and warranties concerning the Company made by the Company
or any officer, employee or agent of the Company, other than those contained in this Agreement. |
| 14. | Purchaser will not sell or otherwise transfer the Shares unless either (A) the transfer of such securities
is registered under the Securities Act or (B) an exemption from registration of such securities is available. |
| 15. | Purchaser represents that the address furnished on its signature page to this Agreement is the principal
residence if he/she is an individual or its principal business address if it is a corporation or other entity. |
| 16. | Purchaser understands and acknowledges that the Shares have not been recommended by any federal or state
securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy
of any information concerning the Company that has been supplied to Purchaser and that any representation to the contrary is a criminal
offense. |
Exhibit 10.2
E-Home
Household Service Holdings Limited
STOCK
AWARD aGREEMENT
THIS STOCK AWARD AGREEMENT
(“Agreement”) is entered into by and between E-Home Household Service Holdings Limited, a company incorporated
in the Cayman Islands (the “Company”) and the Grantee effective as of Grant Date. The Administrator
has authorized this grant of the ordinary shares of the Company (“Stock”) to the Grantee as set forth below. Unless
otherwise indicated, any capitalized term used but not defined herein shall have the meaning as described to such term in the Company’s
2023 Share Incentive Plan (the “2023 Plan”).
| Grantee: |
Wenshan Xie |
| Grant Date: |
January 9, 2024 |
| Number of Stock (“Shares”): |
340,000 |
| Purchase Price (per share): |
$0 |
The parties hereto agree as
follows:
1. Grant
of Stock. Subject in all respects to the 2023 Plan and the restrictions and conditions herein, the Grantee is hereby granted Shares
at the Purchase Price as set forth above.
2. Vesting
Period.
2.1 Vesting
Period. The vesting period for the Shares: fifty percent (50%) of Shares shall vest the on the Grant Date and the remaining fifty
percent (50%) of Shares shall vest on six months anniversary of the Grant Date, subject to the Grantee remaining in the continuous service
of the Company or its affiliates on such date.
2.2 Separation
from Service. Upon the Grantee’s separation from services to the Company or its subsidiaries, any unvested shares shall immediately
be deemed forfeited, and the Grantee shall have no further rights with respect to the unvested shares.
3. Settlement
of Shares. Shares subject to the vesting period shall be issued to the Grantee immediately following the lapse of the applicable
vesting period to which the Shares are subject, but in no event later than thirty (30) days following the lapse of the applicable vesting
date.
4. Stockholder
Rights. The Grantee shall not be entitled to any rights of a stockholder of the Company, including the right to vote or receive
dividends declared or paid with respect to the Shares, until the Shares are issued to the Grantee upon lapse of the vesting period. Shares
issued upon lapse of the vesting period is subject to the terms and conditions of the Memorandum and Articles of Association and other
governing documents of the Company, as they may be amended from time to time.
5. Securities
Law Compliance. Shares acquired applicable to this Stock Award are subject to the terms and conditions of the 2023 Plan (Securities
Law and Other Regulatory Compliance). The Grantee acknowledges and makes the representations and warranties as described below, and agrees
to provide such other representations and warranties and take such actions as otherwise may be requested by the Company for compliance
with applicable laws, and any issuance of Shares by the Company shall be made in reliance upon the express representations and warranties
of the Grantee that:
(a) the
Grantee is acquiring the Shares for his own account, for investment purposes and without any present intention of distributing or reselling
said Shares, except as permitted under the Securities Act; and
(b) the
Grantee is fully aware of the highly speculative nature of the investment in the Shares, the financial hazards involved in the investment,
and the lack of liquidity and restrictions on transferability of the Shares (e.g., that the Grantee may not be able to sell or
dispose of the Shares or use it as collateral for loans); and
(c) the
Grantee has received and had access to such information as the Grantee considers necessary and appropriate for deciding whether to invest
in the Shares and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the
issuance.
6. Certificate(s)
Representing Shares. The Company shall issue Shares either in certificate form or in book entry form, registered in the name of
the Grantee.
7. Tax
Withholding. As a condition to the issuance of Shares applicable to this Stock Award, the Grantee must remit to the Company the
statutory minimum (but not more) amount necessary to satisfy any applicable Federal, state or local tax withholding requirements.
8. Provisions
of Plan Control. This Agreement is subject to all terms, conditions and provisions of the 2023 Plan, including, without limitation,
the amendment provisions thereof, and to such rules, regulations and interpretations relating to the 2023 Plan as may be adopted by the
Board and as may be in effect from time to time. The 2023 Plan is incorporated herein by reference. If and to the extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the 2023 Plan, the 2023 Plan shall control and this Agreement
shall be deemed to be modified accordingly. This Agreement contains the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any prior agreements and understandings (whether written or oral) between the Company and
the Grantee with respect to the subject matter hereof.
9. Successors,
Assigns and Transferees. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and each of their
respective successors and permitted transferees (including, upon the death of the Grantee, the Grantee’s estate).
10. Not
an Employment Contract. This Agreement is not an agreement of employment or an agreement to engage Grantee as an officer, director
or an independent contractor. This Agreement does not guarantee that the Company or any affiliate will employ, retain, contract with or
continue to employ, retain or contract with the Grantee during the entire, or any portion of the term of this Agreement, nor does it modify
in any respect the Company’s or any affiliate’s right to terminate or modify the Grantee’s employment, engagement or
compensation.
10. Confidentiality.
The Grantee agrees that he will not disclose to any third party the grant of stock award, number of shares granted and the existence of
this agreement unless it is required by the laws, regulations or rules of SEC.
11. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands, without giving effect
to any choice of law or conflict of law provision or rule.
12. Counterparts.
This Agreement may be executed and delivered (including by facsimile or other electronic transmission) with counterpart signature pages
or in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement on the date set forth above.
| |
E-Home Household Service Holdings Limited |
| |
|
| |
By: |
/s/Chunsheng Zhu |
| |
Name: |
Chunsheng Zhu |
| |
Title: |
CFO |
| |
GRANTEE |
| |
|
| |
By: |
/s/Wenshan Xie |
| |
Name: |
Wenshan Xie |
3
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