ORDINARY SHARE PURCHASE WARRANT URBAN TEA, INC.Urban Tea, Inc. • April 30th, 2021 • Retail-eating places
THIS ORDINARY 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 April [__]1, 2021 and on or prior to 5:00 p.m. (New York City time) on October__, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Urban Tea, Inc., a British Virgin Islands company (the “Company”), up to [______] shares of Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary, no par value per share of the Company (“Ordinary Shares”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [ ], 2021, between Urban Tea, Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DIRECTOR AGREEMENTDirector Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This DIRECTOR AGREEMENT is made as of this 26th day of April 2021 (the “Agreement”), by and between Urban Tea, Inc., under the laws of the British Virgin Islands (the “Company”) and Diyu Jiang (the “Director”).
LOCK-UP AGREEMENTLock-Up Agreement • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
The undersigned, a holder of securities of Urban Tea, Inc. (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the letter agreement dated February 18, 2021 (the “Placement Agreement”) between the Placement Agent and the Company, providing for the placement (the “Placement”) of Ordinary Shares and Warrants (collectively, the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agreement.
CONFIDENTIAL February 18, 2021Confidential • April 30th, 2021 • Urban Tea, Inc. • Retail-eating places • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”) the “Lead Manager”) and Urban Tea, Inc. (the “Company”), that Maxim shall serve as (i) sole lead/exclusive placement agent for the Company, on a “reasonable best efforts” basis (“Direct Placement”) or (ii) sole lead book running manager for the Company, on a firm commitment basis (“Underwritten Placement”) and collectively with a Direct Placement (a “Placement”), in connection with the proposed offering of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s ordinary shares (the “Ordinary Shares”) in the U.S. The terms of such Placement and the Securities shall be mutually agreed upon by the Company, the Lead Manager and, if a Direct Placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Lead Manager would have the power or authority to bind the Company or any Purchaser or an ob
