SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2024, between Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT Rezolve AI LimitedPre-Funded Ordinary Share Purchase Warrant • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “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, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ORDINARY SHARE PURCHASE WARRANT Rezolve AI LimitedOrdinary Share Purchase Warrant • December 18th, 2024 • REZOLVE AI LTD • Services-computer programming, data processing, etc. • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “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, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rezolve AI Limited, a limited company registered under the laws of England and Wales with registration number 14573691 (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”), provided that, if there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder (“Registration Statement Unavailability”) at any time during the term of this Warrant (the aggregate number of days on which the Regist
