SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2024 • SOS LTD • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2024, between SOS Limited., 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 • March 18th, 2024 • SOS LTD • Finance services
The undersigned, a holder of securities of SOS Limited, a Cayman Islands company. (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the placement agency agreement (the “Placement Agency Agreement”) entered into among the Placement Agent and the Company, providing for the placement (the “Placement”) of American Depositary Shares representing Class A Ordinary Shares (the “Shares”) of the Company and warrant to purchase Class A Ordinary Shares (the “Warrants” and together with the Shares called the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Mr. Yandai Wang SOS Limited Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street West Coast New District, Qingdao City, Shandong Province 266400 People’s Republic of ChinaPlacement Agent Agreement • March 18th, 2024 • SOS LTD • Finance services • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SOS Limited, a Cayman Islands company (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 placement (the “Placement”) of up to 5,233,332 American Depositary Shares (“ADSs”), each ADS representing ten (10) Class A ordinary shares, par value US$0.005 per share (the “Ordinary Shares”) of the Company (the “Shares”), and up to 10,466,664 Warrants (the “Warrants”), with each such Warrant representing the right of the holder thereof to purchase one ADS. The Ordinary Shares underlying the Warrant ADSs issuable upon exercise of the Warrants are hereinafter referred to as “Warrant Shares.” The terms of the Placement, the ADSs and the Warrants shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchas
AMERICAN DEPOSITARY SHARE PURCHASE WARRANT SOS LIMITEDWarrant Agreement • March 18th, 2024 • SOS LTD • Finance services • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (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 the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on March __, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOS Limited., a Cayman Islands company (the “Company”), up to ___________ American Depositary Shares (each, an “ADS” and, collectively, the “ADSs”), each ADS representing ten (10) Ordinary Shares (as hereinafter defined0 of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
