REEBONZ HOLDING LTD. UNDERWRITING AGREEMENT [ ] ORDINARY SHARES AND [_____] WARRANTSUnderwriting Agreement • April 4th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC (“Roth”) and Maxim Group LLC (“Maxim”) are acting as representatives (the “Representatives”), (i) an aggregate of [ ] ordinary shares, par value US$0.0008 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”), and, at the election of the Underwriters, up to additional [______] shares (the “Option Shares”) and (ii) an aggregate of [______] warrants to purchase Ordinary Shares (the “Firm Warrants”) and, at the election of the Underwriters, up to [_____] additional warrants (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”). The Firm Shares and the Firm Warrants may be collectively referred to herein as the “Firm Securities”. The Option Share
Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [_____], 2019 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 4th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
WARRANT AGENCY AGREEMENT, dated as of [____], 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
