●] Class A Ordinary Shares (or Pre-Funded Warrants to Purchase [●] Shares of Common Stock in Lieu Thereof) Warrants to Purchase [●] Common Shares NEW HORIZON AIRCRAFT LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2024 • New Horizon Aircraft Ltd. • Aircraft • New York
New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which EF Hutton LLC is acting as representative (the “Representative”) (i) an aggregate of [●] authorized but unissued Shares (the “Firm Shares” of Class A Ordinary Shares, no par value per share, of the Company (the “Common Shares”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Shares in lieu thereof at an exercise price of $0.00001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [●] Common Shares (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [●] Common Shares (the “Option Shares” and, together with the Firm Shares, the “
PRE-FUNDED COMMON SHARE PURCHASE WARRANT NEW HORIZON AIRCRAFT LTD.New Horizon Aircraft Ltd. • June 24th, 2024 • Aircraft • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (“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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant.
COMMON SHARES PURCHASE WARRANT NEW HORIZON AIRCRAFT LTD.New Horizon Aircraft Ltd. • June 24th, 2024 • Aircraft • New York
THIS COMMON SHARES PURCHASE WARRANT (“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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2029 (the “Termination Date”) but not thereafter, to purchase from New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
