SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 17th, 2024 • Lichen China LTD • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2024, between Lichen China Limited, a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED ORDNIARY SHARE PURCHASE WARRANT Lichen China LimitedWarrant Agreement • December 17th, 2024 • Lichen China LTD • Services-management consulting services • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (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 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 Lichen China Limited, a Cayman Islands exempted company (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) Ordinary Shares. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 17th, 2024 • Lichen China LTD • Services-management consulting services • New York
This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Lichen China 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 placements (the “Placements”) via a registered direct offering of Class A ordinary shares of the Company, par value $0.00004 per share, of the Company (“Ordinary Share”), and/or the Pre-Funded Warrants to purchase Ordinary Shares (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 the Placements
