SECURITY AGREEMENTSecurity Agreement • January 11th, 2024 • Caravelle International Group • Deep sea foreign transportation of freight • Delaware
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 10, 2024, between Caravelle International Group, a company incorporated under the laws of the Cayman Islands (the “Company”), (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Material Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and each Person defined on the signature pages hereto (together with their respective successors and assigns, each a “Purchaser”) (as defined in the Purchase Agreement (as hereinafter defined)) (together with its respective successors and permitted assigns, each a “Secured Party” and collectively, the “Secured Parties”) who execute this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 11th, 2024 • Caravelle International Group • Deep sea foreign transportation of freight
This Securities Purchase Agreement (this “Agreement”) is dated as of January 5, 2024, between Caravelle International Group, a company incorporated under the laws of the Cayman Islands (the “Company”), and the purchasers identified on the signature pages hereto (together with their respective successors and assigns, the “Investor”).
COMMON SHARE PURCHASE WARRANT CARAVELLE INTERNATIONAL GROUPCaravelle International Group • January 11th, 2024 • Deep sea foreign transportation of freight
THIS COMMON 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 January 10, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 10, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Caravelle International Group, a company incorporated under the laws of the Cayman Islands (the “Company”), up to 779,950 Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractCaravelle International Group • January 11th, 2024 • Deep sea foreign transportation of freight
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
