PRE-FUNDED CLASS A ORDINARY SHARES PURCHASE WARRANT ZHIBAO TECHNOLOGY INC.Zhibao Technology Inc. • September 23rd, 2024 • Insurance agents, brokers & service
THIS PRE-FUNDED CLASS A ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________, a __________, 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 occurrence of an Event of Default (as defined in the convertible promissory note, entered into by and between the Company and the Holder on September 23, 2024, the “Note”) (the “Initial Exercise Date”) and until the date on which no Notes are outstanding or may be issuable under the Purchase Agreement (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), up to 191,522 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in S
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of September 23, 2024, by and among Zhibao Technology Inc. (the “Company”), and the Person identified on the signature pages hereto as the “Investor” (together with its respective successors and assigns, the “Investor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 23rd, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service
This SUBSIDIARY GUARANTEE (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guarantee”) is made as of September 23, 2024, jointly and severally, by and among Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), and the Company’s undersigned Subsidiaries which are all Subsidiaries of the Company as of the date hereof (together with each other Person who becomes a party to this Guarantee by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Subsidiaries (as defined in the Purchase Agreement (as defined below)) of the Company formed or acquired after the date hereof for so long as this Guarantee remains in effect, shall be referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of __________, a __________, as agent for the Investor (the “Collateral Agent”), for the benefit of itself as the Investor (as defined in the Purchase Agreement).
CLASS A ORDINARY SHARES PURCHASE WARRANT ZHIBAO TECHNOLOGY INC.Zhibao Technology Inc. • September 23rd, 2024 • Insurance agents, brokers & service
THIS CLASS A ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________, a _________, 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 September 23, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, NY time) on September 23, 2029 or such later date as the term has been extended pursuant to Section 2(e) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), up to 74,451 shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractZhibao Technology Inc. • September 23rd, 2024 • Insurance agents, brokers & service
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
SECURITY AGREEMENTPledge Agreement • September 23rd, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service
THIS SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 23, 2024, by and among Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), with corporate headquarter at Floor 3, Building 6, Wuxing Road, Lane 272, Pudong New Area, Shanghai, China 201204, the Company’s Subsidiaries which are set forth on the signature page(s) hereto (the Company, each Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Subsidiaries of the Company formed, registered, incorporated or acquired after the date hereof which have any assets located in or which are otherwise subject to the jurisdiction of any state or territory of the United States, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and __________, a __________, in its capacity as
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service
This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2024, between Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”).
