SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2021 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2021, between Code Chain New Continent Limited, 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 WARRANT CODE CHAIN NEW CONTINENT LIMITEDCode Chain New Continent LTD • February 18th, 2021 • Wholesale-metals & minerals (no petroleum)
THIS PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, Univest Securities, LLC, 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 August [___], 2021 [DATE THAT IS SIX MONTHS FROM THE INITIAL ISSUANCE DATE] (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York time) on the date that is five and one half (5.5) years following the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Code Chain New Continent Limited, a Nevada corporation (the “Company”), up to [______]1 shares (the Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 18th, 2021 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Code Chain New Continent Limited, a Nevada corporation (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered shares of common stock (the “Shares”) of the Company, par value $0.0001 per share (“Common Stock”), and unregistered warrants to purchase Common Stock (the “Warrants” and together with the Shares, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placeme
COMMON STOCK PURCHASE WARRANT CODE CHAIN NEW CONTINENT LIMITEDCommon Stock Purchase Warrant • February 18th, 2021 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or his, her 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 earlier of (i) August [__], 2021 or (ii) the date that the Company’s stockholders approve the offer and sale of the securities, pursuant to the terms and conditions of the Purchase Agreement, so that the sale of all such securities is in compliance with Nasdaq Listing Rule 5635 (the “Stockholder Approval”, and such date, the “Stockholder Approval Date”), provided that the Company will use its best efforts to obtain such approval on or prior to 70 days after the Issuance Date (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on August [__], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Code Chain New Continent Limited, a Nevada corporatio
Lock-Up AgreementLock-Up Agreement • February 18th, 2021 • Code Chain New Continent LTD • Wholesale-metals & minerals (no petroleum) • New York
