SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2024 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2024, 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 • March 26th, 2024 • 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 up to an aggregate of approximately $926,957 of Securities (defined below) via a registered direct offering of shares of common stock, par value $0.0001 (“Common Stock”), of the Company (the “Offered Shares” or the “Securities”) . 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 “Purchasers”) and nothing herein shall be deemed to mean that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete
