FOUNDER GROUP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2024 • Founder Group LTD • Construction - special trade contractors • New York
FOUNDER GROUP LIMITED, a Company Limited by Shares incorporated under the laws of the British Virgin Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [____] ordinary shares (the “Firm Shares”), no par value (the “Ordinary Shares”) to the several underwriters listed on Schedule A hereto (the “Underwriters”), for whom US Tiger Securities, Inc. is acting as the representative (“USTS” or the “Representative”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Over-allotment Option”), on the terms set forth in Section 1(b) hereof, to purchase up to an additional [____] Ordinary Shares (the “Option Shares”) and together with the Firm Shares, the “Shares”), and the offering of such Shares is hereinafter called the “Offering.” The Company has also agreed to issue to the Representative the Representative’s Warrants (as defined in Section 1(c)), which together with the Or
SHARE PURCHASE WARRANT FOUNDER GROUP LIMITEDFounder Group LTD • September 20th, 2024 • Construction - special trade contractors • New York
THIS SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, US Tiger Securities, Inc. 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 [____]2 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]3 (the “Termination Date”)4 but not thereafter, to subscribe for and purchase from FOUNDER GROUP LIMITED, a Company Limited by Shares incorporated under the laws of the British Virgin Islands (the “Company”), up to [_____] Ordinary Shares (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). 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 holde
