SERIES A COMMON Share PURCHASE WARRANT ELITE EDUCATION GROUP INTERNATIONAL LIMITEDElite Education Group International LTD • January 29th, 2021 • Services-educational services • New York
THIS SERIES A COMMON 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 ________ __, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elite Education Group International Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the s
UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2021 • Elite Education Group International LTD • Services-educational services • New York
The undersigned, Elite Education Group International Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, the “Representative,” if there are no underwriters other than the Representative, reference to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter, the “Underwriters” and each an “Underwriter”) to offer and sell the securities contemplated by this Agreement on the terms and conditions set forth herein (the “Offering”).
ELITE EDUCATION GROUP INTERNATIONAL LIMITED and VSTOCK TRANSFER, LLC as Warrant Agent Warrant Agency Agreement Dated as of ___________, 20__ WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 29th, 2021 • Elite Education Group International LTD • Services-educational services • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 20__ (“Agreement”), between Elite Education Group International Limited, a British Virgin Islands company (the “Company”), and VStock Transfer, LLC, a _______ limited liability trust company (the “Warrant Agent” or “VStock”).
FORM OF INDEMNIFICATION ESCROW AGREEMENTForm of Indemnification Escrow Agreement • January 29th, 2021 • Elite Education Group International LTD • Services-educational services • Florida
THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of January [_], 2021 is entered into by and among Elite Education Group International Limited, a British Virgin Islands company (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”).
