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 July 2023
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 Material Definitive Agreements
On July 21, 2023, E-Home Household Service Holdings
Limited (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain purchasers identified on the signature page thereto (the “Purchasers”). Pursuant to the Purchase Agreement,
the Company will sell to the Purchasers in a registered direct offering, an aggregate of 107,317,074 ordinary shares (the “Shares”)
of the Company, par value $0.02 per share, for aggregate gross proceeds to the Company of $12,000,000, before deducting offering expenses.
The Shares are being offered and sold by the Company
pursuant to the Prospectus Supplement, which the Company expects to file on or about July 24, 2023, to the Prospectus included in the
Company’s Registration Statement on Form F-3 (Registration No. 333-259464) previously filed with the U.S. Securities and Exchange
Commission and declared effective August 17, 2022 (the “Registration Statement”).
The form of Purchase Agreement is filed as Exhibits
10.1 to this Current Report on Form 6-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and
qualified in its entirety by form of Purchase Agreement, which is incorporated herein by reference.
This Current Report on Form 6-K is incorporated
by reference into the Registration Statement.
EXHIBIT INDEX
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: July 21, 2023
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E-Home Household Service Holdings Limited |
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|
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By: |
/s/ Wenshan Xie |
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Name: |
Wenshan Xie |
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Title: |
Chief Executive Officer |
3
Exhibit 5.1
 |
CONYERS
DILL & PEARMAN
29th
Floor
One
Exchange Square
8
Connaught Place
Central
Hong
Kong
T
+852 2524 7106 | F +852 2845 9268
conyers.com
|
21
July 2023
Matter
No.: 837559 / 109234636
852 2842 9530
Richard.hall@conyers.com
852
2842 9522
Michael.Yu@conyers.com
E-Home
Household Service Holdings Limited
E-Home,
18/F, East Tower, Building B,
Dongbai
Center, Yangqiao Road,
Gulou
District, Fuzhou City 350001,
People’s
Republic of China
Dear
Sir/ Madam,
Re:
E-Home Household Service Holdings Limited (the “Company”)
We
have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-3 (File
No. 333-259464) filed with the U.S. Securities and Exchange Commission (the “Commission”) (the “Registration
Statement”), and a prospectus supplement to be filed with the Commission on or about the date hereof (the “Prospectus
Supplement”), relating to the sale and purchase of an aggregate of 107,317,074 ordinary shares of the Company par value US$0.02
per share (the “Ordinary Shares”) pursuant to the Securities Purchase Agreement dated 21 July 2023 entered into by
the Company and the purchasers named therein (the “Securities Purchase Agreement”).
For
the purposes of giving this opinion, we have examined the following documents:
| 1.1. | a
copy of the Registration Statement; |
| 1.2. | a
copy of the Prospectus Supplement; and |
| 1.3. | a
copy of the Securities Purchase Agreement. |
The
documents listed in items 1.1 through 1.3 above are herein sometimes collectively referred to as the “Documents” (which
term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or
schedule thereto).
We
have also reviewed:
| 1.4. | a
copy of the Memorandum and Articles of Association of the Company; |
| 1.5. | a
copy of written resolutions of the Company’s directors dated 14 July 2023 (the “Resolutions”); |
| 1.6. | a
copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to
the Company on 12 July 2023 (the “Certificate Date”); |
| 1.7. | a
copy of a certificate of incumbency issued by the registered office service provider of the
Company dated 11 July 2023 (“Incumbency Certificate”); and |
| 1.8. | such
other documents and made such enquiries as to questions of law as we have deemed necessary
in order to render the opinion set forth below. |
We
have assumed:
| 2.1. | the
genuineness and authenticity of all signatures and the conformity to the originals of all
copies (whether or not certified) examined by us and the authenticity and completeness of
the originals from which such copies were taken; |
| 2.2. | that
where a document has been examined by us in draft form, it will be or has been executed in
the form of that draft, and where a number of drafts of a document have been examined by
us all changes thereto have been marked or otherwise drawn to our attention; |
| 2.3. | the
capacity, power and authority of each of the parties to the Securities Purchase Agreement,
other than the Company, to enter into and perform its respective obligations under the Securities
Purchase Agreement; |
| 2.4. | the
due execution and delivery of the Securities Purchase Agreement by each of the parties thereto,
other than the Company, and the physical delivery thereof by the Company with an intention
to be bound thereby; |
| 2.5. | the
accuracy and completeness of all factual representations made in the Documents and the other
documents reviewed by us; |
| 2.6. | that
the Resolutions were passed at one or more duly convened, constituted and quorate meetings
or by unanimous written resolutions, remain in full force and effect and have not been rescinded
or amended; |
| 2.7. | that
there is no provision of the law of any jurisdiction, other than the Cayman Islands, which
would have any implication in relation to the opinions expressed herein; |
| 2.8. | that
upon issue of any Ordinary Shares by the Company under the Securities Purchase Agreement
the Company will receive consideration for the full issue price thereof which shall be equal
to at least the par value thereof; |
| 2.9. | the
validity and binding effect under the laws of the State of New York (the “Foreign
Laws”) of the Securities Purchase Agreement in accordance with its terms and that
the Registration Statement and the Prospectus Supplement will be duly filed with the Commission
and have become effective prior to the issue by the Company of any Ordinary Shares under
the Securities Purchase Agreement; |
| 2.10. | that
the contents of the Incumbency Certificate are true and correct as of the date thereof, the
date of the Resolutions and as of the date hereof; |
| 2.11. | the
Company has not taken any action to appoint a restructuring officer; |
| 2.12. | that
all necessary corporate action will be taken to authorise and approve any issue of the Ordinary
Shares in accordance with the Securities Purchase Agreement; |
| 2.13. | no
invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any shares of the Company; and |
| 2.14. | that
on the date of issuance of any of the Ordinary Shares, (i) the Company will have sufficient
authorised but unissued Ordinary Shares, and (ii) the Company is and after issuing such Ordinary
Shares will be able to pay its debts. |
| 3.1. | The
obligations of the Company under the Securities Purchase Agreement: |
| (a) | will
be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation,
possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation,
moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing
or any other laws or legal procedures, whether of a similar nature or otherwise, generally
affecting the rights of creditors as well as applicable international sanctions; |
| (b) | will
be subject to statutory limitation of the time within which proceedings may be brought; |
| (c) | will
be subject to general principles of equity and, as such, specific performance and injunctive
relief, being equitable remedies, may not be available; |
| (d) | may
not be given effect to by a Cayman Islands court, whether or not it was applying the Foreign
Laws, if and to the extent they constitute the payment of an amount which is in the nature
of a penalty; and |
| (e) | may
not be given effect by a Cayman Islands court to the extent that they are to be performed
in a jurisdiction outside the Cayman Islands and such performance would be illegal under
the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive
or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion
to stay or allow proceedings in the Cayman Islands against the Company under the Securities
Purchase Agreement if there are other proceedings in respect of the Securities Purchase Agreement
simultaneously underway against the Company in another jurisdiction. |
| 3.2. | We
express no opinion as to the enforceability of any provision of the Documents which provides
for the payment of a specified rate of interest on the amount of a judgment after the date
of judgment or which purports to fetter the statutory powers of the Company. |
| 3.3. | We
express no opinion with respect to the issuance of Ordinary Shares pursuant to any provision
of the Securities Purchase Agreement that purports to obligate the Company to issue Ordinary
Shares following the commencement of a winding up or liquidation. |
| 3.4. | We
have made no investigation of and express no opinion in relation to the laws of any jurisdiction
other than the Cayman Islands. This opinion is to be governed by and construed in accordance
with the laws of the Cayman Islands and is limited to and is given on the basis of the current
law and practice in the Cayman Islands. This opinion is issued solely for the purposes of
the filing of the Registration Statement and the Prospectus Supplement and the issuance of
the Ordinary Shares by the Company and is not to be relied upon in respect of any other matter. |
On
the basis of and subject to the foregoing, we are of the opinion that:
| 4.1. | The
Company is duly incorporated and existing under the laws of the Cayman Islands and, based
on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant
to the Companies Act (“Act”), a company is deemed to be in good standing
if all fees and penalties under the Act have been paid and the Registrar of Companies has
no knowledge that the company is in default under the Act. |
| 4.2. | The
Ordinary Shares, when issued and paid for in accordance with the Securities Purchase Agreement,
will be validly issued, fully paid and non-assessable (which term when used herein means
that no further sums are required to be paid by the holders thereof in connection with the
issue thereof). |
We
hereby consent to the filing of this opinion as an exhibit to the Company’s report filing on Form 6-K with the Commission. In giving
such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated
thereunder.
Yours
faithfully,
/s/Conyers
Dill & Pearman
Conyers
Dill & Pearman
conyers.com
| 4
Exhibit 10.1
SECURITIES
PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of July 21, 2023, between E-Home Household Service Holdings Limited., a Cayman Islands
company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and
not jointly, desires to purchase from the Company, 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 each Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of 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 the Federal Reserve Bank of New York is not open for business.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading 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 Securities, in each case, have been satisfied or waived, the date which is the second trading day following
the date hereof, or such other date as agreed between the parties.
“Commission”
means the United States Securities and Exchange Commission.
“Ordinary
Shares” means the ordinary shares of the Company, par value $0.02 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Company
Counsel” means Fisher Broyles, LLP, with offices located at 1200 G Street NW, Suite 800, Washington, DC 20005.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(a).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(g).
“Per Share
Purchase Price” means, as to each Purchaser, the aggregate amount to be paid by such Purchaser as specified in its name on the
signature page of this Agreement and next to the heading “Subscription Amount” divided by its respective Shares, subject to
adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Share
that occur after the date of this Agreement.
“Person”
means an individual or 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.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign).
“Prospectus”
means the final base prospectus filed for the Registration Statement.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission
and delivered by the Company to each Purchaser at the Closing.
“Registration
Statement” means the effective registration statement with Commission File No. 333-259464 which registers the sale of the Shares.
“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.
“Rule 424”
means Rule 424 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”
means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof, including the exhibits thereto
and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement.
“Securities”
means the Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“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 locating and/or borrowing shares of Common Stock).
“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”,
for purpose of this Agreement, 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, all exhibits and schedules thereto and hereto and any other documents or agreements executed
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 107,317,074 ordinary shares of the Company for $12,000,000 in total. 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. The Company shall deliver to each Purchaser its respective Shares as determined
pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the
Closing. The Purchaser LEADING KING GROUP LIMITED agrees that all its respective Shares shall have a two month lock-up period pursuant
to this Agreement (“Lock-up Shares”) and the Lock-up Shares shall be issued and delivered to LEADING KING GROUP LIMITED through
book entry of such shares by the Transfer Agent. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3,
the Closing shall occur at the offices of the Company Counsel or such other location as the parties shall mutually agree. The settlement
of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company
shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s)
or in the name of each Purchaser; and payment therefor shall be made by each of the Purchasers by wire transfer to the Company).
2.2 Deliveries.
(a) On or prior
to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement
duly executed by the Company;
(ii) the Company shall
have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer
or Chief Financial Officer of the Company;
(iii) 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 Shares
to the Purchasers as specified in their names on the signature pages of this Agreement and next to the heading “Number of Shares”,
via DWAC or DRS to such Purchaser’s brokerage account or any other means instructed by such Purchaser and/or through book entry
with the Transfer Agent for the Lock-up Shares;
(iv) the Prospectus
and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b) On or prior
to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement
duly executed by such Purchaser; and
(ii) such Purchaser’s
Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designees.
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 in
all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all
respects) when made and on the Closing Date of the representations and warranties of the Purchasers 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 each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery
by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The respective
obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in
all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all
respects) 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 shall 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;
(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 set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(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. Neither
the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate, or memorandum and articles
of association, or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case
may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”); provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact,
condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions
generally affecting the industries in which the Company operates; (iii) any changes in financial, banking or securities markets in general,
including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest
rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action
required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written
request of Purchaser; (vi) any matter of which Purchaser is aware on the date hereof; (vii) any changes in applicable laws or accounting
rules; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened
losses of employees, customers, suppliers, distributors or others having relationships with the Company; (ix) any natural or man-made
disaster or acts of God; (x) any epidemics, pandemics, disease outbreaks, or other public health emergencies; or (xi) any failure by the
Company to meet any internal or published projections, forecasts or revenue or earnings predictions. To the Company’s knowledge,
no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such
power and authority or qualification.
(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 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, other than: (i) the filings required pursuant
to Section 4.3 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, and (iii) 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) Issuance
of the Securities; Registration. The Securities have been duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this
Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which
became effective on August 17, 2022 (the “Effective Date”), including the Prospectus, and such amendments and supplements
thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and
no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus
has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened
by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with
the Commission pursuant to Rule 424(b).
(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 Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof
(or such shorter period as the Company was required by law or regulation to file such material).
(g) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit.
(h) Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial
advisor, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other
Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.
(i) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.
(j) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign
or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)
failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the
Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(k) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).
(l) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
3.2 Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate
as of such date):
(a) Organization;
Authority. The 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 the 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 the Purchaser. Each Transaction Document to which it is a party has
been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms.
(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement and this Agreement or otherwise
in compliance with applicable federal and state securities laws).
(c) 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
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. 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).
(d) Investment
Experience. Such Purchaser understands that the purchase of the Securities involves a substantial risk and acknowledges that
it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial
or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.
(e) Informed
Investment Decision. Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis
and decision to enter into the Transaction Documents. Such Purchaser has sought its own accounting, legal and tax advice as it has considered
necessary to make an informed decision with respect to its acquisition of the Securities.
(f) Consultation
With Own Advisors. Such Purchaser has been advised to consult with its own attorney and other financial and tax advisers regarding
all legal matters concerning an investment in the Company and the tax consequences of purchasing the Securities, and has done so, to the
extent such Purchaser considers necessary.
(g) Government
Recommendation or Approval. Such Purchaser understands that no United States federal or state agency, or similar agency of any
other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the offering of the Securities.
Such Purchaser hereby represents that it has satisfied itself as to the full observance by the Purchaser of the laws of its jurisdiction
applicable to the Purchaser in connection with the purchase of the Securities or the execution and delivery by the Purchaser of this Agreement
and the Transaction Documents, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (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 the Purchaser’s purchase, holding, redemption,
sale, or transfer of the Securities. The Purchaser’s subscription and payment for, and continued beneficial ownership of, the Securities
will not violate any securities or other laws of the Purchaser’s jurisdiction applicable to the Purchaser.
(h) No Intent
to Effect a Change of Control; Ownership. Such Purchaser has no present intent to effect a “change of control” of the
Company as such term is understood under the rules promulgated under the rules of the Nasdaq Capital Market.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Use of Proceeds.
Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the Securities hereunder for
general working capital and growth capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s
debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption
of any Ordinary Share or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA
or OFAC regulations.
4.2 Reservation of
Ordinary Share. 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 ordinary shares for the purpose of enabling the Company to issue Shares pursuant
to this Agreement.
4.3 Certain Transactions
and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, 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 at such time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the initial press release or Form 6-K. Each Purchaser, severally
and not jointly with the other Purchasers, 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 and the related
information.
4.4. Lock-up Shares.
LEADING KING GROUP LIMITED agrees that all its respective Shares shall have a two-month lock up period starting from the date of Closing
(“Lock-up Shares”). The Lock-up Shares shall be issued and delivered to LEADING KING GROUP LIMITED through book entry by the
Transfer Agent and bear a restrictive legend for such lock up. During the two- month lock-up period, LEADING KING GROUP LIMITED shall
not offer, sell, or otherwise transfer or dispose of, directly or indirectly, any of such Lock-up Shares.
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 parties, if the
Closing has not been consummated on or before the 30th Trading Day following the date hereof; 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. The Company shall pay all Transfer Agent fees (including, without limitation, any
fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser),
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
5.3 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, 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 time of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto 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 the 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 against whom enforcement
of any such waived provision is sought. 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. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations
of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of
such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon such Purchaser and
the Company that are the parties to the amendment agreement.
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
the 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.
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 or federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting
in the City of New York, Borough of Manhattan 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 action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such 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 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. If any party shall commence an action
or proceeding to enforce any provisions of the Transaction Documents, the prevailing party in such action or proceeding shall be reimbursed
by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
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 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.
5.14 Independent Nature
of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. It is
expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the
Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.
5.15 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.
5.16 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 ordinary shares in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the ordinary shares of the Company that occur after the date of this Agreement.
5.17 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 |
| |
|
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| By: |
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| |
Name: |
Wenshan Xie |
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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:
With a copy to (which shall not constitute notice):
Jeffrey Li, Esq.
FisherBroyles, LLP
1200 G Street NW, Suite 800
Washington DC 20005, USA
jeffrey.li@fisherbroyles.com
[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:
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