SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2023 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2023, between GD Culture Group 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 AGENCY AGREEMENTPlacement Agency Agreement • May 4th, 2023 • GD Culture Group 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 GD Culture Group 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 placements (the “Placements”) of (i) via a registered direct offering of shares of common stock, par value $0.0001 (“Common Stock”), of the Company (the “Offered Shares”) and pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”, collectively with the Shares, the “Public Securities”) and (ii) warrants to purchase shares of Common Stock (the “Warrants”) (collectively with the Public Securities, the “Securities”) in a concurrent private placement. The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchas
FORM OF COMMON STOCK PURCHASE WARRANTGD Culture Group LTD • May 4th, 2023 • Wholesale-metals & minerals (no petroleum) • New York
GD Culture Group Limited, a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Common Stock Purchase Warrant (including any Common Stock Purchase Warrants issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to [●] (subject to adjustment as provided herein) shares of common stock of the Company, par value $0.0001 (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in S
