SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2023 • Infobird Co., LTD • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2023, between Infobird Co., Ltd., a Cayman Islands exempt company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT INFOBIRD CO., LTD.Ordinary Share Purchase Warrant • February 28th, 2023 • Infobird Co., LTD • Services-prepackaged software
THIS 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 February [___], 2023 and on or prior to 5:00 p.m. (New York City time) on February [__], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Infobird Co., Ltd., a Cayman Islands exempt company (the “Company”), up to [______] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary share, par value $0.005 per share of the Company (“Ordinary Shares”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ORDINARY SHARE PURCHASE WARRANT INFOBIRD CO., LTD.Security Agreement • February 28th, 2023 • Infobird Co., LTD • Services-prepackaged software
THIS 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 [___], 2023 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 Infobird Co., Ltd., a Cayman Islands exempt company (the “Company”), up to [______] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ordinary share, par value $0.005 per share of the Company (“Ordinary Shares”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Ms. Cheuk Yee Li Chief Executive Officer Infobird Co., Ltd.Placement Agent Agreement • February 28th, 2023 • Infobird Co., LTD • Services-prepackaged software • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Infobird Co., Ltd., a Cayman Islands exempt 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 placement (the “Placement”) of ordinary shares of the Company, par value $0.005 per share (“Shares”), and warrants (“Ordinary Shares Warrants”) to purchase Shares of the Company to purchase Shares of the Company (the Shares underlying the Ordinary Shares Warrants, the “Warrant Shares”). The Shares, the Warrants, and the Warrant Shares are collectively referred to as the “Securities”. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind
Form of Lock-Up AgreementLock-Up Agreement • February 28th, 2023 • Infobird Co., LTD • Services-prepackaged software
The undersigned, a holder of securities of Infobird Co., Ltd., a Cayman Islands exempt company (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the letter agreement dated February 21, 2023 (the “Placement Agreement”) between the Placement Agent and the Company, providing for the placement (the “Placement”) of Ordinary Shares and Warrants (collectively, the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agreement.
