DEPOSIT AGREEMENT by and among NANO LABS LTD and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [•]Deposit Agreement • June 29th, 2022 • Nano Labs LTD • Semiconductors & related devices • New York
DEPOSIT AGREEMENT, dated as of [•], by and among (i) NANO LABS LTD, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
3,540,000] Class A Ordinary Shares NANO LABS LTD ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2022 • Nano Labs LTD • Semiconductors & related devices • New York
Nano Labs Ltd, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [3,540,000] Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Firm Shares”) in the form of [1,770,000] American Depositary Shares (as defined below).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2022 • Nano Labs LTD • Semiconductors & related devices • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2022 by and between Nano Labs Ltd (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and ([Passport/ID] Number ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2022 • Nano Labs LTD • Semiconductors & related devices • Hong Kong
WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “Board”) or as an officer of the Company and wishes to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to indemnification against litigation risks and expenses arising from his position as a Director or Officer (as defined below) to the full extent permitted by applicable law;
SECURITIES PURCHASE CONTRACTSecurities Purchase Contract • April 15th, 2024 • Nano Labs LTD • Semiconductors & related devices • New York
This Securities Purchase Contract (this “Agreement”) is dated as of April 11, 2024, between Nano Labs Ltd., a Cayman Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CLASS A ORDINARY SHARE PURCHASE WARRANT NANO LABS LTD.Share Purchase Agreement • April 15th, 2024 • Nano Labs LTD • Semiconductors & related devices
THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from Nano Labs Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), _________ Ordinary Shares (subject to adjustment hereunder, the “Warrant Shares”) at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the effective date of the Resale Registration Statement (the “Termination Date”) but not thereafter.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 15th, 2024 • Nano Labs LTD • Semiconductors & related devices • New York
This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Nano Labs Ltd, a company organized in the Cayman Islands (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with the proposed placement (the “Placement”) of (i) registered Class A Ordinary Shares (the “Shares”) of the Company, par value $0.0002 (the “Ordinary Shares”) and (ii) registered warrants to purchase Ordinary Shares (the “Purchase Warrants” or the “Warrants,” and the shares issuable upon exercise of the Warrants, the “Warrant Shares” and the Shares, Warrants and Warrant Shares, collectively, the “Securities”). The terms of the Placement shall be mutually agreed upon by the Company, Maxim and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority to bin
