Underwriting AgreementUnderwriting Agreement • February 9th, 2023 • Innovation Beverage Group LTD • Beverages • New York
Innovation Beverage Group Limited, an Australian corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) an aggregate of [●] units (each, a “Closing Unit”), with each Closing Unit consisting one ordinary share (the “Firm Shares”), no par value per share, of the Company (the “Ordinary Shares”) and one warrant to purchase one Ordinary Share at an exercise price of $[●] (representing 100% of the per Closing Unit Public Offering Price (ad defined herein) per whole share (the “Warrant”). The Ordinary Shares referred to in this Section are hereinafter referred to as the “Closing Shares” and the Warrants referred to in this Section are hereinafter referred to as the “Closing Warrants”. No Closing Units will be certificated, and the Closing Shares and the Closing Warrants comprising the Closing Units will be separated immediately upon issuance. At the option of the Underwriter,
ORDINARY SHARES PURCHASE WARRANT INNOVATION BEVERAGE GROUP LIMITEDOrdinary Shares Purchase Warrant • February 9th, 2023 • Innovation Beverage Group LTD • Beverages • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovation Beverage Group Limited, an Australian company (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 securi
Warrant Agent AgreementWarrant Agent Agreement • February 9th, 2023 • Innovation Beverage Group LTD • Beverages
This WARRANT AGENT AGREEMENT (this ”Warrant Agreement”) dated as of [●], 2023 (the ”Issuance Date”) is between Innovation Beverage Group Limited, an Australian company (the ”Company”), and VStock Transfer, LLC (the ”Warrant Agent”).
Form of Lock-Up AgreementLock-Up Agreement • February 9th, 2023 • Innovation Beverage Group LTD • Beverages
