CBD ENERGY LIMITED _______ ORDINARY shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2014 • CBD Energy LTD • Semiconductors & related devices • New York
CBD Energy Limited, a corporation formed under the laws of Australia (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to National Securities Corporation and each of the other Underwriters named in Schedule VII hereto, if any (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of _________ fully paid shares (the “Firm Shares”) and, at the election of the Underwriters, up to _________ shares (the “Additional Shares” and together with the Firm Shares, the “Public Securities”) of the Company’s ordinary shares (the “Shares”). The Firm Shares, the Additional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
CBD ENERGY LIMITED UNDERWRITER WARRANT [___________] Ordinary SharesUnderwriter Warrant • May 9th, 2014 • CBD Energy LTD • Semiconductors & related devices • New York
This UNDERWRITER WARRANT (this “Warrant”) of CBD Energy Limited, a corporation formed under the laws of Australia (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of May [____], 2014 (the “Underwriting Agreement”), between the Company, National Securities Corporation (“National”) and Northland Securities, Inc. (“Northland”; collectively with National, the “Underwriters”) relating to a firm commitment public offering (the “Offering”) of ordinary shares of the Company (the “Ordinary Shares”) underwritten by the Underwriters.
