Form 8-K
8-K — Toppoint Holdings Inc.
Accession: 0001213900-26-044690
Filed: 2026-04-16
Period: 2026-04-10
CIK: 0001960847
SIC: 4210 (TRUCKING & COURIER SERVICES (NO AIR))
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0286415-8k_toppoint.htm (Primary)
EX-10.1 — INDEPENDENT DIRECTOR AGREEMENT, DATED AS OF APRIL 13, 2026, BETWEEN TOPPOINT HOLDINGS INC. AND TIANHENG LI (ea028641501ex10-1.htm)
EX-10.2 — EMPLOYMENT AGREEMENT, DATED AS OF APRIL 13, 2026, BETWEEN TOPPOINT HOLDINGS INC. AND PEI ZHANG (ea028641501ex10-2.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) April 10, 2026
Toppoint
Holdings Inc.
(Exact
name of registrant as specified in its charter)
Nevada
001-42471
92-2375560
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1250
Kenas Road, North Wales, PA
19454
(Address of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code 551-866-1320
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, par value
$0.0001 per share
TOPP
NYSE American LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of Directors and Interim Chief Financial Officer
On
April 10, 2026, Ms. Florence Ng resigned from her positions as a director and member of the committees of Board of Directors (the “Board”)
of Toppoint Holdings Inc. (the “Company”), effectively immediately. Ms. Ng’s resignation was due to personal reasons
and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On
April 13, 2026, Ms. Tan Ying Lo resigned from her positions as a director and member of the Board, effectively immediately. Ms. Lo’s
resignation was due to personal reasons and not because of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
On
April 13, 2026, Mr. Kah Loong Randy Yeo resigned from his positions as interim Chief Financial Officer, effectively immediately. Mr.
Yeo’s resignation was due to personal reasons and not because of any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
Appointment
of New Directors and Chief Financial Officer
On
April 13, 2026, the Board elected Ms. Tianheng Li (“Ms. Li”) as a new director, a member of the Audit Committee, the chair
of the Compensation Committee and the chair of the Nominating and Corporate Governance Committee, of the Board, effective immediately,
to fill the vacancies created by Ms. Lo’s resignation. Ms. Li will be subject to reelection at the Company’s next annual
meeting of stockholders.
Mr.
Tianheng Li has over 15 years of experience in communications, consulting, community engagement, digital commerce and international affairs.
Since July 2024, Mr. Li has served as Founder and Chief Executive Officer of The Live Stream (TLS) Group Limited, where he leads company
strategy and operations in training, consulting and digital commerce. Since January 2025, he has also served as Chief Executive Officer
of JU Exchange, where he leads the company’s brand positioning and supports growth initiatives across marketing, compliance, product
and operations. Previously, Mr. Li served as an External Affairs Officer at the World Bank Group and as a Senior Consultant at CXG. Earlier
in his career, he held communications and media roles at China Telecom and Shanghai United Media Group. Mr. Li received an Executive
Master’s Degree in Global Business from Saïd Business School, University of Oxford, and a Bachelor’s Degree from East
China Normal University.
Ms.
Li will not receive compensation for her service as a director or member of Board committees before reelection at the Company’s
next annual meeting of stockholders.
On
April 13, 2026, the Company and Ms. Li entered into an Independent Director Agreement (the “Independent Director Agreement”).
Under the Independent Director Agreement, Ms. Li will receive cash compensation of nil per year and reimbursement of pre-approved reasonable
business expenses incurred in connection with the performance of his duties. Mr. Li’s appointment is contingent upon her satisfaction
of applicable independence requirements. The agreement also contains customary provisions relating to confidentiality, insider trading
compliance, non-disparagement, ownership and assignment of work product, and indemnification, and provides that either party may terminate
the agreement upon 10 days’ written notice. The foregoing summary of the Independent Director Agreement does not purport to be
complete and is qualified in its entirety by reference to the Independent Director Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
On
April 13, 2026, the Company entered into an indemnification agreement with Ms. Li. Under the agreement, the Company agrees to indemnify
Ms. Li to the fullest extent permitted by Nevada law against certain liabilities and expenses incurred in connection with proceedings
arising out of his or her service as a director or officer of the Company or, at the Company’s request, another entity. The agreements
also provide for advancement of expenses, subject to certain conditions, and contain customary exceptions and limitations on indemnification.
The foregoing summary of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference
to the form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.
1
There
is no family relationship that exists between Ms. Li and any directors or executive officers of the Company. In addition, there are no
arrangements or understandings between Ms. Li and any other persons pursuant to which she was elected to the Board and there are no related
party transactions between the Company and Ms. Li that would require disclosure under Item 404(a) of Regulation S-K.
On
April 13, 2026, the Board elected Ms. Pei Zhang (“Ms. Zhang”) as a Chief Financial Officer and a new director of the Board,
effective immediately, to fill the vacancy created by Ms. Ng’s resignation. Ms. Zhang will be subject to reelection at the Company’s
next annual meeting of stockholders.
Ms.
Zhang has experience in finance and fund operations, with responsibilities including fund accounting, NAV reporting, account and bank
reconciliations, VAT and tax-related reporting, bookkeeping, and financial reporting. Since June 2023, Ms. Zhang has served as VP –
Financial Analyst at GDA Asset Management. Prior to joining GDA Asset Management, Ms. Zhang served as an ASO Funding Accounting Associate
at BlackRock from June 2022 to June 2023. Before that, she served as a TA Senior Administrator at Bank of New York Mellon from January
2022 to June 2022 and as an Assistant Financial Manager at Huobi Technology (UK) Ltd. from July 2021 to October 2021. Earlier in her
career, Ms. Zhang also held finance, accounting, tax, and fund administration roles at Full Sky Ltd., HSBC Securities Services, and State
Street Corporation.
On
April 13, 2026, the Company and Ms. Zhang entered into an Employment Agreement (the “Employment Agreement”). Under the Employment
Agreement, Ms. Zhang will receive an annual base salary of $50,000, will be eligible to participate in employee benefit plans generally
available to the Company’s employees, and may be considered for an annual bonus and equity awards in the Company’s discretion.
The Employment Agreement began on April 13, 2026 and continues until terminated in accordance with its terms. The Company may terminate
the Employment Agreement without cause upon 15 days’ written notice. The Employment Agreement also contains customary confidentiality
and restrictive covenant provisions, including employee and customer non-solicitation covenants and non-disparagement provisions. The
foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment
Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
On
April 13, 2026, the Company entered into an indemnification agreement with Ms. Zhang. Under the agreement, the Company agrees to indemnify
Ms. Zhang to the fullest extent permitted by Nevada law against certain liabilities and expenses incurred in connection with proceedings
arising out of his or her service as a director or officer of the Company or, at the Company’s request, another entity. The agreements
also provide for advancement of expenses, subject to certain conditions, and contain customary exceptions and limitations on indemnification.
The foregoing summary of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference
to the form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.
There
is no family relationship that exists between Ms. Zhang and any directors or executive officers of the Company. In addition, there are
no arrangements or understandings between Ms. Zhang and any other persons pursuant to which she was appointed the Chief Financial Officer
and elected to the Board and there are no related party transactions between the Company and Ms. Zhang that would require disclosure
under Item 404(a) of Regulation S-K.
2
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1
Independent Director Agreement, dated as of April 13, 2026, between Toppoint Holdings Inc. and Tianheng Li
10.2
Employment Agreement, dated as of April 13, 2026, between Toppoint Holdings Inc. and Pei Zhang.†
10.3
Form of Indemnification Agreement between Toppoint Holdings Inc. and its directors and executive officers (incorporated by reference to Exhibit 10.5 to the registration statement on Form S-1 filed on August 12, 2024)
104
Cover Page Interactive
Data File (embedded with the Inline XBRL document)
† This
exhibit is a management contract or a compensatory plan or arrangement.
3
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 hereunto duly authorized.
Date: April 16, 2026
Toppoint Holdings Inc.
/s/
Hok C Chan
Name:
Hok C Chan
Title:
Chief Executive Officer and President
4
EX-10.1 — INDEPENDENT DIRECTOR AGREEMENT, DATED AS OF APRIL 13, 2026, BETWEEN TOPPOINT HOLDINGS INC. AND TIANHENG LI
EX-10.1
Filename: ea028641501ex10-1.htm · Sequence: 2
Exhibit
10.1
INDEPENDENT
DIRECTOR AGREEMENT
INDEPENDENT
DIRECTOR AGREEMENT (this “Agreement”), dated April 13, 2026, by and between Toppoint Holdings Inc., a Nevada corporation
(the “Company”), and the undersigned (the “Director”).
RECITALS
The
Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”), which will
include membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on the Board.
AGREEMENT
NOW
THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the Company and the Director hereby agree as follows:
1.
Duties. From the date hereof (the “Effective Time”), the
Company requires that the Director be available to perform the duties of an independent director customarily related to this function
as may be determined and assigned by the Board and as may be required by the Company’s constituent instruments, including its articles
of incorporation and bylaws, as amended, and its corporate governance and board committee charters, each as amended or modified from
time to time, and by applicable law, including the Nevada Revised Statutes. The Director agrees to devote as much time as is necessary
to perform completely the duties as a Director of the Company, including duties as a member of one or more committees of the Board, to
which the Director may hereafter be appointed. The Director will perform such duties described herein in accordance with the general
fiduciary duty of directors.
2.
Term. The term of this Agreement shall commence as of the Effective Time,
which shall be the effective date of the Director’s appointment by the board of directors of the Company, and shall continue until
the Director’s removal or resignation. In addition to a termination of this Agreement pursuant to Section 8, the Company shall
have the right to terminate this Agreement upon written notice to the Director at any time without liability prior to the Effective Time.
3.
Compensation. Following the commencement of the term of this Agreement, for
all services to be rendered by the Director in any capacity hereunder, the Company agrees to compensate the Director a fee of nil per
year in cash (the “Annual Fee”), which Annual Fee shall be paid to the Director no later than the fifth business day
of each calendar quarter commencing in the first quarter following the Effective Time. The Director shall be responsible for his or her
own individual income tax payment on the Annual Fee in jurisdictions where the Director resides. In the event that the Director serves
less than a full year on the Board, the Company shall only be obligated to pay the pro rata portion of such Annual Fee to the Director
for his services performed during such year.
4.
Independence. The Director acknowledges that his or her appointment hereunder
is contingent upon the Board’s determination that he or she is “independent” with respect to the Company, in accordance
with the listing requirements of the Nasdaq stock exchange, New York Stock Exchange, or New York Stock Exchange American, and that his
or her appointment may be terminated by the Company in the event that the Director does not maintain such independence standard.
5.
Expenses. The Company shall reimburse the Director for pre-approved reasonable
business related expenses incurred in good faith in connection with the performance of the Director’s duties for the Company. Such
reimbursement shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred, which
shall be accompanied by sufficient documentation to support the expenditures.
6.
Other Agreements.
(a)
Confidential Information and Insider Trading. The Company and the Director each acknowledge that, in order for the intentions
and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information
concerning the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic
plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and that the
communication of such Confidential Information to third parties could irreparably injure the Company and its business. Accordingly, the
Director agrees that, during his or her association with the Company and thereafter, he or she will treat and safeguard as confidential
and secret all Confidential Information received by him or her at any time and that, without the prior written consent of the Company,
he or she will not disclose or reveal any of the Confidential Information to any third party whatsoever or use the same in any manner
except in connection with the business of the Company and in any event in no way harmful to or competitive with the Company or its business.
For purposes of this Agreement, “Confidential Information” includes any information not generally known to the public
or recognized as confidential according to standard industry practice, any trade secrets, know-how, development, manufacturing, marketing
and distribution plans and information, inventions, formulas, methods or processes, whether or not patented or patentable, pricing policies
and records of the Company (and such other information normally understood to be confidential or otherwise designated as such in writing
by the Company), all of which the Director expressly acknowledges and agrees shall be confidential and proprietary information belonging
to the Company. Upon termination of his or her association with the Company, the Director shall return to the Company all documents and
papers relating to the Company, including any Confidential Information, together with any copies thereof, or certify that he or she has
destroyed all such documents and papers. Furthermore, the Director recognizes that the Company has received and in the future will receive
confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality
of such information and, in some cases, to use it only for certain limited purposes. The Director agrees that the Director owes the Company
and such third parties, both during the term of the Director’s association with the Company and thereafter, a duty to hold all
such confidential or proprietary information in the strictest confidence and not to, except as is consistent with the Company’s
agreement with the third party, disclose it to any person or entity or use it for the benefit of anyone other than the Company or such
third party, unless expressly authorized to act otherwise by an officer of the Company. In addition, the Director acknowledges and agrees
that the Director may have access to “material non-public information” for purposes of the federal securities laws (“Insider
Information”) and that the Director will abide by all securities laws relating to the handling of and acting upon such Insider
Information.
(b)
Disparaging Statements. At all times during and after the period in which the Director is a member of the Board and at all times
thereafter, the Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging statements
about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents, or any of
the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other act prejudicial
or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with the business of the Company
or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the Director from complying with all obligations
imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph shall be deemed applicable to any
testimony given by the Director in any legal or administrative proceedings.
(c)
Work Product. Director agrees that any and all Work Product (as defined below) shall be the Company’s sole and exclusive
property. Director hereby irrevocably assigns to the Company all right, title and interest worldwide in and to any deliverables resulting
from the Director’s services as a director to the Company (“Deliverables”), and to any ideas, concepts, processes,
discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable
works, and any other work product created, conceived or developed by you (whether alone or jointly with others) for the Company during
or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights
therein (the “Work Product”). Director retains no rights to use the Work Product and agrees not to challenge the validity
of our ownership of the Work Product. Director agrees to execute, at Company’s request and expense, all documents and other instruments
necessary or desirable to confirm such assignment. In the event that Director does not, for any reason, execute such documents within
a reasonable time after the Company’s request, Director hereby irrevocably appoint the Company as Director’s attorney-in-fact
for the purpose of executing such documents on your behalf, which appointment is coupled with an interest. Director will deliver to the
Company any Deliverables and disclose promptly in writing to us all other Work Product.
2
(d)
Enforcement. The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration
has been and will be received and that the agreements set forth herein are the result of arms-length negotiations between the parties
hereto. The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company
and its affiliates and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for which
money damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director, the Company
and its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel
specific performance thereof or to obtain an injunction or other equitable relief restraining any action by the Director in violation
of this Section 6 without posting any bond therefore or demonstrating actual damages, and the Director will not claim as a defense thereto
that the Company has an adequate remedy at law or require the posting of a bond. If any of the restrictions or activities contained in
this Section 6 shall for any reason be held by an arbitrator to be excessively broad as to duration, geographical scope, activity or
subject, such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent compatible with
the applicable law; it being understood that by the execution of this Agreement the parties hereto regard such restrictions as reasonable
and compatible with their respective rights. The Director acknowledges that injunctive relief may be granted immediately upon the commencement
of any such action without notice to the Director and in addition Company may recover monetary damages.
(e)
Separate Agreement. The parties hereto further agree that the provisions of Section 6 are separate from and independent of the
remainder of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by the Director
against the Company. The terms of this Section 6 shall survive termination of this Agreement.
7.
Market Stand-Off Agreement. In the event of a public or private offering
of the Company’s securities, and upon request of the Company, the underwriters or placement agents placing the offering of the
Company’s securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any securities of the Company that the Director may own, other than those included in the registration, without the prior
written consent of the Company or such underwriters, as the case may be, for such period of time from the effective date of such registration
as may be requested by the Company or such placement agent or underwriter.
8.
Termination. With or without cause, the Company and the Director may each
terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to the Director the
compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the stockholder(s)
of the Company from removing the Director with immediate effect at any time for any reason.
9.
Indemnification. The Company shall indemnify, defend and hold harmless the
Director, to the full extent allowed by the law of the State of Nevada, and as provided by, or granted pursuant to, any charter provision,
bylaw provision, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of stockholders or
disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity
while holding such office. The Company and the Director are executing an indemnification agreement in the form attached hereto as Exhibit
A.
10.
Effect Of Waiver. The waiver by either party of the breach of any provision
of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.
11.
Notice. Any and all notices referred to herein shall be sufficient if furnished
in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified
in filings made by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
3
12.
Governing Law; Arbitration. This Agreement shall be interpreted in accordance
with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s
conflicts of laws principles. Any disputes or claims arising under or in connection with this Agreement or the transactions contemplated
hereunder shall be resolved by binding arbitration. Notice of a demand to arbitrate a dispute by any party hereto shall be given in writing
to the other parties hereto at their last known addresses. Arbitration shall be commenced by the filing by such a party of an arbitration
demand with the American Arbitration Association (“AAA”). The arbitration and resolution of the dispute shall be resolved
by a single arbitrator appointed by the AAA pursuant to AAA rules. The arbitration shall in all respects be governed and conducted by
applicable AAA rules, and any award and/or decision shall be conclusive and binding on the parties. The arbitration shall be conducted
in the city where the Company’s principal executive offices are located as specified in filings made by the Company with the SEC.
The arbitrator shall supply a written opinion supporting any award, and judgment may be entered on the award in any court of competent
jurisdiction. Each party hereto shall pay its own fees and expenses for the arbitration, except that any costs and charges imposed by
the AAA and any fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator. In the event that
preliminary or permanent injunctive relief is necessary or desirable in order to prevent a party from acting contrary to this Agreement
or to prevent irreparable harm prior to a confirmation of an arbitration award, then any party hereto is authorized and entitled to commence
a lawsuit solely to obtain equitable relief against the other such parties pending the completion of the arbitration in a court having
jurisdiction over those parties.
13.
Assignment. The rights and benefits of the Company under this Agreement shall
be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its
successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not
assign any right or duty under this Agreement without the prior written consent of the Company.
14.
Miscellaneous. If any provision of this Agreement shall be declared invalid
or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the
this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained
herein. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original
but all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or
other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to
its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.
[Signature
Page Follows]
4
IN
WITNESS WHEREOF, the parties hereto have caused this Independent Director Agreement to be duly executed and signed as of the day and
year first above written.
COMPANY:
Toppoint
Holdings Inc.
By:
/s/ Hoc C Chan
Name:
Hok
C Chan
Title:
Chief
Executive Officer
DIRECTOR:
/s/ Tianheng Li
Name:
Tianheng Li
5
EXHIBIT
A
Indemnification
Agreement
A-1
INDEMNIFICATION
AGREEMENT
INDEMNIFICATION
AGREEMENT (this “Agreement”) is entered into as of April 13, 2026 by and between Toppoint Holdings Inc., a Nevada
corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”),
as applicable.
BACKGROUND
The
Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain
highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is
reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them
arising out of their services to the corporation.
AGREEMENT
In
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
A. DEFINITIONS
1.
Definitions. The following terms shall have the meanings defined below:
Expenses
shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements
and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending,
being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.
Indemnifiable
Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact
that Indemnitee is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in
any such capacity, including, but not limited to, neglect, breach of duty, error, misstatement, misleading statement or omission.
Participant
means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.
Proceeding
means any threatened, pending, or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation,
whether civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved
as a party or otherwise by reason of an Indemnifiable Event.
B. AGREEMENT
TO INDEMNIFY
1.
General Agreement to Indemnify. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant
in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes
obligated to incur in connection with such Proceeding, whether or not such Proceeding proceeds to judgment or is settled or is otherwise
brought to a final disposition, to the fullest extent permitted by applicable law.
2.
Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, the Company
shall indemnify Indemnitee against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, whether or
not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, as the case may be, offset by
the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.
A-2
3.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses
to which Indemnitee is entitled.
4.
Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under
this Agreement:
(a)
to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;
(b)
to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;
(c)
subject to Section C.2(a), in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or
matter as to which the Indemnitee shall have been adjudicated by a court of competent jurisdiction, in a decision from which there is
no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to
the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity
for such Expenses as such court shall deem proper;
(d)
in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party,
and not by way of defense, unless (i) the Company has joined in or the Board of Directors has consented to the initiation of such Proceeding;
or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;
(e)
brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall indemnify
Indemnitee under this Agreement as to any claims upon which suit may be brought against him/her by reason of any alleged dishonesty on
his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i) acts
of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of
action so adjudicated;
(f)
for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;
(g)
arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company
or any of its subsidiaries, or
(h)
arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending
meetings, or gain on disposition of shares, options or restricted shares of the Company.
5.
No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the
Company.
6.
Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any reason
other than those set forth in Section B.4, then the Company shall contribute to the amount of Expenses paid in settlement actually and
reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose,
and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which
resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand
and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines
or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section B.6 were determined
by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.
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C. INDEMNIFICATION
PROCESS
1.
Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his/her right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will
or could be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of Indemnitee’s
rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice to the Company
shall be given in accordance with Section F.7 below. If, at the time of receipt of such notice, the Company has directors’ and
officers’ liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding relating
to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee,
all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such cooperation as the Company may
reasonably request and the Company shall give the Indemnitee such cooperation as the Indemnitee may reasonably request, including providing
any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to
Indemnitee or the Company, as the case may be.
2.
Indemnification Payment.
(a)
Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the
Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding.
The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to
Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.
(b)
Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee
shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable
and, in any event, within thirty (30) days after Indemnitee makes a written request to the Company for reimbursement unless the Company
refers the indemnification request to the Reviewing Party in compliance with Section C.2(c) below.
(c)
Determination by the Reviewing Party. If the Company reasonably believes that it is not obligated under this Agreement to indemnify
the Indemnitee, the Company shall, within ten (10) days after the Indemnitee’s written request for an advancement or reimbursement
of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the
Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within thirty (30) days after
the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary,
in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding
under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously
advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring
a suit to enforce his/her indemnification right in accordance with Section C.3 below.
3.
Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within
thirty (30) days after making a written demand in accordance with Section C.2 above or fifty (50) days if the Company submits a request
for advancement or reimbursement to the Reviewing Party under Section C.2(c), Indemnitee shall have the right to enforce its indemnification
rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging
any determination by the Reviewing Party or with respect to any breach in any aspect of this Agreement. Any determination by the Reviewing
Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.
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4.
Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding
against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon
delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been
previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there
may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense,
or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which
events the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have
the right to employ counsel in any Proceeding at Indemnitee’s expense.
5.
Burden of Proof and Presumptions. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification
under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination.
6.
No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any
damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee
shall unreasonably withhold its consent to any proposed settlement.
7.
Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement
with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in
the defense, conduct and/or settlement of such action.
8.
Reviewing Party.
(a)
For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred by the
Company pursuant to Section C.2(c) above shall be shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested
Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable
or, even if obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors,
a copy of which shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of
the Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s
entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom. “Disinterested Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.
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(b)
If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected
as provided in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board of Directors, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the
case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as
defined in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification, no
Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the a court of competent
jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the
court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in
connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of
this Section C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.
(c)
In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this
Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein,
by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that
his/her conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith
if Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint
venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee,
agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company
or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel
for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made
to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or
other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company
or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement. The provisions of this Section C.8(c) shall not be deemed to be exclusive or to limit
in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in
this Agreement.
(d)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action
to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.
A-6
D. DIRECTOR
AND OFFICER LIABILITY INSURANCE
1.
Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and
directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s
performance of its indemnification obligations under this Agreement.
2.
Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’
liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent
of the coverage available for any of the Company’s directors or officers.
3.
No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer
insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium
costs for such insurance are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit.
E. NON-EXCLUSIVITY;
FEDERAL PREEMPTION; TERM
1.
Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company’s memorandum and articles of association, as may be amended from time to time, applicable law
or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided
under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity
even though he/she may have ceased to serve in any such capacity at the time of any Proceeding. To the extent that a change in the laws
of the State of Nevada permits greater indemnification by agreement than would be afforded under the Articles of Incorporation or this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such
change.
2.
Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S.
federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under
this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s (the
“SEC”) prohibition on indemnification for liabilities arising under certain Federal securities laws. Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of
indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify
Indemnitee.
3.
Company Indemnitor of First Resort. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification,
advancement of expenses and/or insurance provided by one or more of his or her employers and certain of their Affiliates (collectively,
the “Employer Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations
to Indemnitee is primary and any obligation of the Employer Indemnitors to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses
incurred by Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement
by or on behalf of any Indemnitee to the extent legally permitted and as required by this Agreement (or any agreement between the Company
and such Indemnitee), without regard to any rights such Indemnitee may have against the Employer Indemnitors and (iii) it irrevocably
waives, relinquishes and releases the Employer Indemnitors from any and all claims against the Employer Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof.
4.
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding by reason of his/her former or current capacity at the Company or any other enterprise at the Company’s
request, whether or not he/she is acting or serving in any such capacity at the time any Expense is incurred for which indemnification
can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as
an officer and/or a director of the Company or any other enterprise at the Company’s request.
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F. MISCELLANEOUS
1.
Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether
or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure
to exercise or any delay in exercising any right or remedy shall constitute a waiver.
2.
Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit
to enforce such rights.
3.
Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party
hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights
and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding
the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto
and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all
or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal
and legal representatives.
4.
Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company
to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its
obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall
be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable
to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective
counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity
shall be construed in favor of or against either of the parties hereto.
5.
Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.
6.
Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto
shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without giving effect to conflicts of
law provisions thereof.
7.
Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and
shall be deemed to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or registered
mail, return receipt requested, and addressed to the Company at:
Toppoint
Holdings Inc.
1250
Kenas Road.,
North
Wales, PA 19454
Attention:
Chief Executive Officer
and
to Indemnitee at his/her address last known to the Company.
8.
Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.
COMPANY:
Toppoint
Holdings Inc.
By:
/s/
Hok C Chan
Name:
Hok
C Chan
Title:
Chief
Executive Officer
INDEMNITEE:
Name:
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EX-10.2 — EMPLOYMENT AGREEMENT, DATED AS OF APRIL 13, 2026, BETWEEN TOPPOINT HOLDINGS INC. AND PEI ZHANG
EX-10.2
Filename: ea028641501ex10-2.htm · Sequence: 3
Exhibit 10.2
EMPLOYMENT
AGREEMENT
This
employment agreement (the “Agreement”) dated April 13, 2026 (the “Effective Date”),
by and between Toppoint Holdings Inc., a Nevada corporation with an office at 1250 Kenas Road, North Wales, PA 19454 (“TOPP”
or the “Company”), and Pei Zhang, an individual (“Employee”). TOPP and Employee are
referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as
a “Party.”
Recitals
TOPP
wishes to secure the services of Employee as the Chief Financial Officer and director of TOPP (with such other duties and/or offices
in TOPP or its affiliates as may be assigned by TOPP’s Chief Executive Officer (“CEO”) and as agreed
to by Employee) upon the terms and conditions hereinafter set forth, and Employee wishes to render such services to TOPP upon the terms
and conditions hereinafter set forth.
Agreement
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
1.
Employment by TOPP. TOPP agrees to employ Employee during the Term (defined below) in the positions of Chief Financial Officer
and director in which Employee will have such duties and responsibilities to TOPP as are customary for such positions in companies comparable
to TOPP and as are reasonably assigned, delegated and determined from time to time by the CEO and as agreed to by Employee, and Employee
accepts such employment and agrees to perform such duties and responsibilities. Employee shall devote his full business time and attention
exclusively to TOPP and shall use his/her best efforts to faithfully carry out Employee’s duties and responsibilities hereunder,
provided, however, that during the Term (as defined herein), Employee may serve on charitable and civic boards, subject to the prior
approval of CEO, which approval shall not be unreasonably withheld, and so long as such charitable or civic board position(s) do not
limit or interfere with Employee’s duties to TOPP hereunder or breach any agreement between Employee and TOPP.
2.
Term of Employment. The term of this Agreement (the “Term”) shall begin on the Effective Date and continue,
until terminated earlier as provided in Section 4.
3.
Compensation and Benefits.
(a)
Base Salary. The Company shall pay to the Employee a base salary for all services to be rendered by the Employee under this Employment
Agreement at the rate of $50,000 per year (the “Base Salary”), which Base Salary shall be paid in approximately
equal installments (less applicable payroll deductions and taxes) in accordance with the Company’s normal payroll schedule, procedures
and policies (which schedules, procedures and policies may be modified from time to time in the Company’s sole discretion), but
not less frequently than monthly. The Company shall have no obligation to pay the Employee’s Base Salary following the date of
the expiration or termination of this Agreement, whichever is earlier.
(b)
Expenses. TOPP shall pay or reimburse Employee for all reasonable and necessary expenses actually incurred or paid by Employee
during the Term in the performance of Employee’s duties under this Agreement, upon submission and approval of expense statements,
vouchers, or other supporting information in accordance with the then customary practices of TOPP.
(c)
Vacation and Sick Leave; Holidays. Employee shall be entitled to: (i) all public holidays observed by the United States federal
government and (ii) unlimited paid time off for vacation, illness, personal, or religious reasons in each year during the Term, subject
to TOPP’s leave policies (which TOPP may amend from time to time in its sole discretion), Employee fulfilling his job duties and
responsibilities, and such paid time off not impacting TOPP negatively. The time or times during which paid time off under (ii) may be
taken shall be by mutual agreement of TOPP and Employee, and, whenever reasonably possible, TOPP agrees to accommodate and grant Employee’s
request for such paid time off. Because Employee does not accrue paid time off for vacation, illness, etc., Employee is not entitled
to compensation for any paid time off upon the end of his employment with TOPP.
(d)
Benefits. Whether and to what extent Employee is entitled to receive benefits, if any, from the Company is set forth on Schedule
1 hereto.
(e)
Bonus(es). Whether and to what extent Employee is entitled to receive bonuses, if any, from the Company is set forth on Schedule
2 hereto.
(f)
Equity Grants. Whether and to what extent Employee is entitled to receive equity grants (e.g., stock or stock options),
if any, from the Company is set forth on Schedule 3 hereto.
(g)
Withholding of Taxes. TOPP may withhold from any Base Salary, benefits, and equity grants payable or deliverable under this Agreement
all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling.
4.
Termination. TOPP may terminate this Agreement at any time, without cause, upon fifteen (15) days’ written notice by TOPP
to Employee and, except as provided in Section 5 hereof, Employee shall have no right to receive any compensation or benefit hereunder
after such termination.
5.
Payments Upon Termination. If during the Term, this Agreement is terminated pursuant to Section 4, all compensation (including,
without limitation, Base Salary) payable to Employee under Section 3 hereof shall cease as of the date of termination specified in the
notice of termination from the Company or the Employee, as the case may be, or, if the termination is due to the Employee’s death,
on the date of the Employee’s death, and the Company shall pay to the Employee (or if the Employee has died, to his/her estate)
all previously earned, accrued, and unpaid Base Salary and benefits from the Company’s employee benefit plans in which Employee
participated and is entitled to receive under the terms of those plans (including any such benefits under the Company’s pension,
disability, and life insurance plans, policies, and programs).
6.
Certain Restrictive Covenants.
(a)
Non-Solicitation of Customers, Vendors, etc. During the Term and for the Restrictive Covenant Period, Employee agrees not to,
directly or indirectly, on Employee’s behalf or any other person: (i) solicit the business of any customer, client or distributor
of the Company or any of its affiliates or subsidiaries, including any partnerships or joint ventures of the Company, for a Competing
Business or induce or attempt to induce any such customer or client to withdraw, decrease or cancel its business with the Company or
any of its affiliates or subsidiaries; or (ii) attempt to do any of the foregoing, or assist, entice, induce or encourage any other person
to do or attempt to do any activity which, were it done by Employee, would violate any provision of this Section 6(a).
(b)
Non-Solicitation of Employees. During the Term and for the Restrictive Covenant Period, Employee agrees that Employee will not
hire as an employee, retain as an independent contractor, call upon, solicit or communicate with any individual who at the applicable
time is or, during the 12-month period preceding the Term, was either an employee or an independent contractor of the Company or any
of its affiliates or subsidiaries, including any partnerships or joint ventures of the Company, for the purpose or with the intent of
enticing, or in a manner reasonably likely to entice, such person away from the Company or any of its affiliates, other than a general
solicitation not specifically targeting employees of the Company or its affiliates or subsidiaries.
(c)
Media Nondisclosure. During and after the Term, Employee shall not directly or indirectly disclose to the Media (as defined below)
any information relating to any aspect of Employee’s employment, resignation, or termination from employment with the Company and/or
any affiliate, any non-public information related to the business of the Company and/or any affiliate (or any of their respective members,
shareholders, partners, officers, directors, managers, employees, representatives or agents), and/or any aspect of any controversy or
claims between the Parties of or relating to the subject matter of this Agreement, Employee’s employment with, termination or resignation
from, the Company and its affiliates and/or the Parties’ relationship.
2
(d)
Non-Disparagement.
(i)
During and after the Term, Employee shall not make any statements, comments or communications in any form, oral, written or electronic
to any Media or any customer, client or supplier of the Company or any of its affiliates, which would constitute libel, slander or disparagement
of the Company or any of its affiliates, including, without limitation, any such statements, comments or communications that criticize,
ridicule or are derogatory to the Company or any of its affiliates; provided, however, that the terms of this Section 6(d)(i) shall not
apply to communications between the Company and Employee and, as applicable, its or Employee’s attorneys or other persons with
whom communications would be subject to a claim of privilege existing under common law, statute or rule of procedure. Employee further
agrees that Employee will not in any way solicit any such statements, comments or communications from others.
(ii)
For avoidance of doubt, the Company shall not take any action to impede the Employee from communicating directly with the U.S. Securities
and Exchange Commission (the “SEC”) staff about a possible securities law violation.
(e)
For purposes of this Section 6:
(i)
“Competing Business” means any person in North America in the business of providing trucking services. Businesses
that engage in a Competing Business include, without limitation, the Employee operating his own business in any capacity.
(ii)
“Restrictive Covenant Period” means a period equal to six (6) months after Employee’s termination of
employment with the Company for whatever reason.
(iii)
“Media” means any station, publication, show, website, web log (blog), bulletin board, social networking site,
chat room, program and/or new organization, whether published through the means of print, radio, television, email, text message, the
internet or otherwise and any member, representative, agent and/or employee of the same.
7.
Conditions to Agreement Becoming Effective. In addition to any other conditions to this Agreement becoming effective set forth
in this Agreement, this Agreement shall not become effective until the Employee provides requisite verification of the Employee’s
right to work in the United States, as demonstrated by his/her completion of an I-9 form upon hire and submission of acceptable documentation
(as noted on the I-9 form).
8.
Other Provisions.
(a)
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered
personally, emailed, telecopied, telegraphed or telexed, or sent by certified, registered or express mail, postage prepaid, to the Parties
at the addresses specified on the signature page hereto, or at such other addresses as shall be specified by the Parties by like notice,
and shall be deemed given so long as such provides a receipt of delivery, when so delivered personally, emailed, telecopied, telegraphed
or telexed, or mailed.
(b)
Entire Agreement. This Agreement, and the Employee Confidential Information and Inventions Assignment Agreement by and between
TOPP and Employee dated as of the Effective Date attached hereto as Attachment A, contain the entire agreement between the Parties
with respect to the subject matter of those two agreements and supersedes all prior contracts and other agreements, written or oral,
with respect to those two agreements.
(c)
Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, and the terms and conditions hereof may
be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay
on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver
on the part of any Party of any right, power, or privilege hereunder, nor any single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
3
(d)
Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada without regard to the choice
of law principles thereof.
(e)
Dispute Resolution.
(i)
Unless otherwise provided in this Agreement, the Parties agree that the exclusive forum and venue for the resolution of any controversy
or claim between them arising out of or relating to this Agreement, or breach thereof (a “Dispute”), shall
be the state and federal courts whose jurisdictional territory includes the county in which Company’s principal place of business
is located. Each Party consents to personal jurisdiction and venue in those courts for litigation of a Dispute, and each Party waives
any forum non conveniens objection to litigating a Dispute in those courts. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY
IRREVOCABLY WAIVES ITS RIGHT TO HAVE A TRIAL BY JURY FOR ANY LEGAL OR OTHER COURT PROCEEDING ADDRESSING A DISPUTE.
(ii)
As a condition precedent to a Party’s ability to commence litigation for a Dispute, the Party shall first give written notice to
the other Party of the Dispute, and, no later than twenty-one (21) days after such notice is delivered, each Party (or a representative
of each Party with authority to settle the Dispute for each Party) shall confer in good faith in an effort to resolve the Dispute. The
notice of the Dispute shall include a reasonable description of the basis of the Dispute. Only after the Parties have conferred, or made
a good faith effort to confer, in accord with this Section 8(e)(ii) may a Party commence litigation for the Dispute.
(f)
Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and any successors
and assigns permitted or required by Section 8(g) hereof. Nothing in this Agreement, expressed or implied, is intended to confer on any
person other than the Parties hereto or such successors and assigns, any rights, remedies, obligations, or liabilities under or by reason
of this Agreement.
(g)
Assignment. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. TOPP may assign
this Agreement and its rights, together with its obligations, hereunder in connection with any sale, transfer, or other disposition of
all or substantially all of its assets or business, whether by merger, consolidation or otherwise.
(h)
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. This Agreement may be executed manually or by facsimile, scan, or other
electronic means (e.g., DocuSign).
(i)
Severability. If a court or other tribunal of competent jurisdiction or any foreign, federal, state, county, or local government
or other governmental, regulatory, or administrative agency or authority holds that any term or provision of this Agreement is invalid,
illegal, or unenforceable, such term or provision shall be considered severed from this Agreement and not affect the validity, legality,
or enforceability of the remaining terms or provisions of this Agreement. Upon a holding that any term or provision is invalid, illegal,
or unenforceable, the Parties shall negotiate in good faith to modify, or the court, tribunal, or regulatory or administrative agency
or authority may modify, this Agreement to give effect to the original intent of the Parties as closely as possible in order that the
transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(j)
Drafting. Should any provision of this Agreement require interpretation or construction, it is agreed by Employee and TOPP that
the person interpreting or construing this Agreement shall not apply a presumption against one Party by reason of the rule of construction
that a document is to be construed more strictly against the party who prepared the document.
(k)
Headings. The headings and subheadings in this Agreement (e.g., “Drafting” in the above paragraph) are for
reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
[The
remainder of this page is purposefully blank; the signature page follows.]
4
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of date first set forth above.
COMPANY:
Toppoint
Holdings Inc.
By:
/s/
Hok C Chan
Name:
Hok
C Chan
Title:
Chief
Executive Officer
Address:
1250
Kenas Road, North Wales, PA 19454
Date
signed:
April
13, 2026
EMPLOYEE:
Pei
Zhang
/s/
Pei Zhang
Signature
Address:
1250
Kenas Road, North Wales, PA 19454
Date
signed:
April
13, 2026
[Signature
Page to the Employment Agreement]
5
Schedule
1
(Benefits)
During
the Term, Employee shall be entitled to such medical, life, disability, and other benefits as are generally afforded to other employees
of TOPP and to participate in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan,
as may be made available generally to Company employees from time to time, subject to Employee satisfying waiting periods, eligibility,
and other terms and conditions, if any, that may be applicable to each such benefit or plan.
6
Schedule
2
(Bonuses)
In
addition to the Base Salary, the Employee may be eligible to be considered for an annual bonus based upon the performance of the Employee
and of the Company. The eligibility criteria to be a considered for annual bonus, whether to award the Employee any such bonus, the amount
of any such bonus, and when any such bonus is paid are in the Company’s absolute discretion. The Employee must be actively employed
at the time of payment to receive an annual bonus.
7
Schedule
3
(Equity Grants)
During
the Term, the Employee may be eligible to be considered from time to time for additional awards under the Company’s 2022 Equity
Incentive Plan (the “Plan”), in the Company’s sole discretion. The eligibility criteria for any additional
award under the Plan and whether the Employee is provided with such award under the Plan are in the Company’s sole discretion.
8
ATTACHMENT
A
(Employee
Confidential Information and Inventions Assignment Agreement)
EMPLOYEE
CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT
In
consideration of my employment or continued employment by Toppoint Holdings Inc., a Nevada
corporation (“Company”), and the compensation paid to me now and during my employment with the Company, I agree to
the terms of this Agreement as follows:
8.
Confidential Information Protections.
8.1
Nondisclosure; Recognition of Company’s Rights. At all times during and after my employment, I will hold in confidence and
will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required
in connection with my work for Company, or as expressly authorized by the Chief Executive Officer or President at the direction of the
Board of Directors of Company (“Board”). I will obtain the Chief Executive Officer or President’s written
approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at Company
and/or incorporates any Confidential Information. I hereby assign to Company any rights I may have or acquire in any and all Confidential
Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.
8.2
Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data
or information related to Company’s business or its actual or demonstrably anticipated research or development, including without
limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, services,
plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers;
(c) information regarding the skills and compensation of Company’s employees, contractors, and any other service providers of Company;
and (d) the existence of any business discussions, negotiations, or agreements between Company and any third party.
8.3
Third Party Information. I understand that Company has received and in the future will receive from third parties confidential or
proprietary information (“Third Party Information”) subject to a duty on Company’s part to maintain the confidentiality
of such information and to use it only for certain limited purposes. During and after the term of my employment, I will hold Third Party
Information in strict confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection
with their work for Company) or use, Third Party Information, except in connection with my work for Company or unless expressly authorized
by an officer of Company in writing.
8.4
No Improper Use of Information of Prior Employers and Others. I represent that my employment by Company does not and will not breach
any agreement with any former employer, including any noncompete agreement or any agreement to keep in confidence or refrain from using
information acquired by me prior to my employment by Company. I further represent that I have not entered into, and will not enter into,
any agreement, either written or oral, in conflict with my obligations under this Agreement. During my employment by Company, I will
not improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will I bring
onto the premises of Company or use any unpublished documents or any property belonging to any former employer or other third party,
in violation of any lawful agreements with that former employer or third party. I will use in the performance of my duties only information
that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or
otherwise legally in the public domain, or is otherwise provided or developed by Company.
9.
Inventions.
9.1
Definitions. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials,
processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works,
and techniques and all Intellectual Property Rights in any of the items listed above. The term “Intellectual Property Rights”
means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws
of any jurisdiction or country. The term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special
and any other similar rights recognized by the laws of any jurisdiction or country.
9
9.2
Prior Inventions. I have disclosed on Exhibit A a complete list of all Inventions that (a) I have, or I have caused to be,
alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my employment by Company; (b)
in which I have an ownership interest or which I have a license to use; (c) and that I wish to have excluded from the scope of this Agreement
(collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in Exhibit A or if I have
not completed Exhibit A, I warrant that there are no Prior Inventions. I agree that I will not incorporate, or permit to be incorporated,
Prior Inventions in any Company Inventions (defined below) without Company’s prior written consent. If, in the course of my employment
with Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non-exclusive,
perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees,
to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or
later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior
Invention.
9.3
Assignment of Company Inventions. Inventions assigned to the Company or to a third party as directed by the Company pursuant to the
subsection titled Government or Third Party are referred to in this Agreement as “Company Inventions.” Subject to
the subsection titled Government or Third Party and except for Inventions that I can prove qualify fully under the provisions of California
Labor Code section 2870 and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions
or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right,
title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced
to practice, or learned by me, either alone or with others, during the period of my employment by Company. Any assignment of Inventions
(and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such
Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist,
I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind
against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my
successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto).
9.4
Obligation to Keep Company Informed. During the period of my employment and for one (1) year after my employment ends, I will promptly
and fully disclose to Company in writing (a) all Inventions authored, conceived, or reduced to practice by me, either alone or with others,
including any that might be covered under California Labor Code section 2870, and (b) all patent applications filed by me or in which
I am named as an inventor or co-inventor.
9.5
Government or Third Party. I agree that, as directed by the Company, I will assign to a third party, including without limitation
the United States, all my right, title, and interest in and to any particular Company Invention.
9.6
Enforcement of Intellectual Property Rights and Assistance. During and after the period of my employment and at Company’s request
and expense, I will assist Company in every proper way, including consenting to and joining in any action, to obtain and enforce United
States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in all countries. If the Company is unable
to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and
its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my
behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal
force and effect as if executed by me.
9.7
Incorporation of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any
software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms,
requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or
licensed by Company except as expressly authorized by the Company or in strict compliance with the Company’s policies regarding
the use of such software.
10
10.
Records. I agree to keep and maintain adequate and
current records (in the form of notes, sketches, drawings and in any other form that is required by the Company) of all Inventions made
by me during the period of my employment by the Company, which records shall be available to, and remain the sole property of, the Company
at all times.
11.
Additional Activities. I agree that during the term
of my employment by Company, I will not (a) without Company’s express written consent, engage in any employment or business activity
that is competitive with, or would otherwise conflict with my employment by, Company; and (b) for the period of my employment by Company
and for one (1) year thereafter, I will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor,
or consultant of Company to terminate his, her or its relationship with Company in order to become an employee, consultant, or independent
contractor to or for any other person or entity. Furthermore, I agree that during the term and thereafter, I shall not disparage the
Company, any officer or director of the Company or any affiliate or agent of the Company.
12.
Return Of Company Property. Upon termination of my
employment or upon Company’s request at any other time, I will deliver to Company all of Company’s property, equipment, and
documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information
or Confidential Information and certify in writing that I have fully complied with the foregoing obligation. I agree that I will not
copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition,
if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information,
including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Confidential
Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide the Company
access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any
property situated on Company’s premises and owned by Company is subject to inspection by Company’s personnel at any time
with or without notice. Prior to the termination of my employment or promptly after termination of my employment, I will cooperate with
Company in attending an exit interview and certify in writing that I have complied with the requirements of this section.
13.
Notification Of New Employer. If I leave the employ
of Company, I consent to the notification of my new employer of my rights and obligations under this Agreement, by Company providing
a copy of this Agreement or otherwise.
14.
General Provisions.
14.1
Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of
the State of Nevada, without giving effect to any conflicts of laws principles that require the application of the law of a different
state. I expressly consent to personal jurisdiction and venue in the state and federal courts for the county in which Company’s
principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.
14.2
Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of
this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable
to the maximum extent permitted by law.
14.3
Survival. This Agreement shall survive the termination of my employment and the assignment of this Agreement by Company to any successor
or other assignee and shall be binding upon my heirs and legal representatives.
14.4
Employment. I agree and understand that nothing in this Agreement shall give me any right to continued employment by Company, and
it will not interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause
and with or without advance notice.
11
14.5
Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the
other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt
requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered
by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced
by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected
by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of the change
to the other party.
14.6
Injunctive Relief. I acknowledge that, because my services are personal and unique and because I will have access to the Confidential
Information of Company, any breach of this Agreement by me would cause irreparable injury to Company for which monetary damages would
not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance). The rights and
remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party
at law or in equity.
14.7
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision
or any other provision on any other occasion.
14.8
Export. I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any
products utilizing such data, in violation of the United States export laws or regulations.
14.9
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which
shall be taken together and deemed to be one instrument.
14.10
Entire Agreement. If no other agreement governs nondisclosure and assignment of inventions during any period in which I was previously
employed or am in the future employed by Company as an independent contractor, the obligations pursuant to sections of this Agreement
titled Confidential Information Protections and Inventions shall apply. This Agreement is the final, complete and exclusive agreement
of the parties with respect to the subject matter hereof and supersedes and merges all prior communications between us with respect to
such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective
unless in writing and signed by me and the Company. Any subsequent change or changes in my duties, salary or compensation will not affect
the validity or scope of this Agreement.
12
This
Agreement shall be effective as of the first day of my employment with Company.
COMPANY:
TOPPOINT
HOLDINGS INC.
By:
/s/
Hok C Chan
Name:
Hok
C Chan
Title:
President
Address:
1250 Kenas Road, North Wales, PA 19454
EMPLOYEE:
I
have read, understand, and accept this agreement and have been given the opportunity to review it with independent legal counsel.
/s/
Pei Zhang
(Signature)
Pei
Zhang
Name
(Please Print)
April
13, 2026
Date
Address:
1250 Kenas Road, North Wales, PA 19454
Exhibit
A
INVENTIONS
1.
Prior
Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Subsection 9.2 of the attached
Employee Confidential Information and Inventions Assignment Agreement):
☒
None
☐
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
+ Details
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Data Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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