REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser with respect to the issuance of “restricted securities” (the “Purchase Agreement”).
ORDINARY SHARE PURCHASE WARRANT METEN HOLDING GROUP LTD.Ordinary Share Purchase Warrant • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services
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 August 8, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 9, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meten Holding Group Ltd., a Cayman Islands company (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT METEN HOLDING GROUP LTD.Pre-Funded Ordinary Share Purchase Warrant • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services
THIS PRE-FUNDED 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 August 8, 2022 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meten Holding Group Ltd., a Cayman Islands company (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, between Meten Holding Group Ltd., a Cayman 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, between Meten Holding Group Ltd., a Cayman 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”).
Lock-up AgreementLock-Up Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services
The undersigned understands that Meten Holding Group Ltd., a Cayman Islands company (the “Company”), intends to enter into Securities Purchase Agreements (the “SPAs”) with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPAs, providing for the registered direct offering (the “Public Offering”) and private placement (the “Private Placement” and together with the Public Offering, the “Transaction”) of ordinary shares of the Company (“Shares”) and warrants and pre-funded warrants (together, “Warrants”) to purchase Shares, and in connection therewith, to enter into a registration rights agreement with the Investors.
AEGIS CAPITAL CORP.Placement Agent Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services • New York
The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis as to (a) securities sold under its shelf registration statement or other than pursuant to a registration statement in connection with the proposed Placements and (b) any securities sold other than pursuant to a registration statement in connection with the proposed placement (the “Placements”) by Meten Holding Group Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of its Ordinary Shares and warrants (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placements are premised. The Company confirms that entry into this Agreement and completion of the Placements with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT METEN HOLDING GROUP LTD.Pre-Funded Order Agreement • August 11th, 2022 • Meten Holding Group Ltd. • Services-educational services
THIS PRE-FUNDED 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 August 8, 2022 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meten Holding Group Ltd., a Cayman Islands company (the “Company”), up to ______________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
