SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2021 • Nova Lifestyle, Inc. • Household furniture • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July ___, 2021, between Nova Lifestyle, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NOVA LIFESTYLE, INC.Nova Lifestyle, Inc. • July 26th, 2021 • Household furniture
THIS PLACEMENT AGENT COMMON STOCK 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 January 27, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 23, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nova Lifestyle, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof pursuant to Section 3 of the Engagement Agreement, dated as of July 19, 2021, by and between the Company and Dawson James Securities, Inc.
COMMON STOCK PURCHASE WARRANT NOVA LIFESTYLE, INC.Nova Lifestyle, Inc. • July 26th, 2021 • Household furniture
THIS COMMON STOCK 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 “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 Nova Lifestyle, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
July 19, 2021 CONFIDENTIAL Ms. Thanh H. Lam, CEO/President Nova Lifestyle Inc. Commerce, CA 90040 Re: Nova Lifestyle,Inc. (NVFY) Public Offering Dear Ms. Lam:Nova Lifestyle, Inc. • July 26th, 2021 • Household furniture • Florida
The purpose of this engagement letter is to outline our agreement pursuant to which Dawson James Securities, Inc. (“Dawson”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed public offering (the “Offering”) by Nova Lifestyle Inc. (collectively, with its subsidiaries and affiliates, the “NVFY” or “Company”) of its equity or equity-linked securities. This engagement letter sets forth certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided herein, this engagement letter is not intended to be a binding legal document, as the agreement between the parties hereto on the matters relating to the Offering will be embodied in the Placement Agent Agreement (as defined below). It is contemplated that following the effectiveness of the registration statement relating to the Offering, this engagement letter will be replaced by the Placement Agent Agreement.
