SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2024 • TOP Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2024, between TOP Financial Group Limited, a company organized under the laws of Cayman Islands (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 • February 13th, 2024 • TOP Financial Group LTD • Security & commodity brokers, dealers, exchanges & services • New York
ORDINARY SHARE PURCHASE WARRANT TOP FINANCIAL GROUP LIMITEDOrdinary Share Purchase Warrant • February 13th, 2024 • TOP Financial Group LTD • Security & commodity brokers, dealers, exchanges & 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 February [__] 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May [___], 2024 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Top Financial Group Limited, a Cayman Islands company (the “Company”), up to [______] Ordinary Shares, par value $0.001 per share (the “Ordinary Share”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustments set forth herein.
