SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2023 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 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 • November 3rd, 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
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • November 3rd, 2023 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • Nevada
THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) is made as of the November 1, 2023, by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and [ ] (“Holder”).
