SIMPPLE LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2023 • Simpple Ltd. • Services-facilities support management services • New York
The undersigned, SIMPPLE LTD., an exempted company duly incorporated with limited liability under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A) an aggregate of 1,602,000 ordinary shares (the “Firm Shares”) par value $0.0001 per share of the Company (“Ordinary Shares”) and (B) at the election of the Representative, (i) up to an additional 240,300 Ordinary Shares (the “Option Shares”, and together with the Firm Shares, the “Shares”). The offering and sale of the Shares contemplated by this Agreement is referred to herein as the “Offering”.
ORDINARY SHARES PURCHASE WARRANT SIMPPLE LTD.Simpple Ltd. • September 15th, 2023 • Services-facilities support management services
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC 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 on or prior to 5:00 p.m. (New York City time) on September 12, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIMPPLE LTD., an exempted company duly incorporated with limited liability under the laws of the Cayman Islands (the “Company”), up to 80,100 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).
