Standby Equity Purchase Agreement Sample Contracts

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • November 14th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November ___, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ZOOZ POWER LTD., a company incorporated under the laws of the State of Israel (the “Company”).

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STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • March 28th, 2011 • Elbit Imaging LTD • Operators of nonresidential buildings

THIS AGREEMENT dated as March 25, 2011 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ELBIT IMAGING LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”).

FOURTH SUPPLEMENTAL AGREEMENT
Standby Equity Purchase Agreement • April 11th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This Fourth Supplemental Agreement (this “Agreement”), dated as of April 10, 2023, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and EOS ENERGY ENTERPRISES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • January 17th, 2024 • Next.e.GO N.V. • Motor vehicles & passenger car bodies • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 4, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NEXT.e.GO N.V., a Dutch public limited liability company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • May 3rd, 2024 • Lilium N.V. • Aircraft • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 3, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LILIUM N.V., a Dutch public limited liability company (the “Company”).

AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 6th, 2023 • Twin Ridge Capital Acquisition Corp. • Blank checks

THIS AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT (the “Amendment”) is entered into as of October 5, 2023 by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the “Company”).

AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • February 5th, 2010 • Tower Semiconductor LTD • Semiconductors & related devices

THIS AMENDMENT NO. 1 (the “Amendment”) to the Standby Equity Purchase Agreement (the “Agreement”), dated August 11, 2009, between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited company (the “Investor”) and TOWER SEMICONDUCTOR LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”) is dated August 27, 2009. Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • August 26th, 2010 • ProGreen Properties, Inc. • Real estate • New York

Standby Equity Purchase Agreement (this "Agreement"), dated as of August 24, 2010, by and among ProGreen Properties, Inc., a Delaware corporation (the “Company”), and LeadDog Capital, LP (the “Investor”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • July 16th, 2024 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 11, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ZAPP ELECTRIC VEHICLES GROUP LIMITED, an exempt company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • December 6th, 2024 • Nukkleus Inc. • Services-management consulting services

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 3, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NUKKLEUS INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 26th, 2011 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus

THIS STANDBY EQUITY PURCHASE AGREEMENT (“Agreement”) dated as of April 16, 2011 between YA Global Investments, L.P., a limited partnership organized and existing under the laws of the Cayman Islands (the “Investor”), and D. Medical Industries Ltd., a public company organized and existing under the laws of Israel (the “Company”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 15th, 2013 • Accelera Innovations, Inc. • Blank checks • California

Standby Equity Purchase Agreement (this "Agreement"), dated as of October 4th , 2013, by and among ACCELERA INNOVATIONS INC a Delaware corporation (the “Company”) and Investor (the “Investor”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • November 26th, 2024 • Armlogi Holding Corp. • Public warehousing & storage

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 25, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ARMLOGI HOLDING CORP., a company incorporated under the laws of the State of Nevada (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

Re: Amendment to SEPA
Standby Equity Purchase Agreement • December 11th, 2023 • SaverOne 2014 Ltd. • Services-computer programming services

This letter shall serve as an amendment (the “Amendment”) to that certain Standby Equity Purchase Agreement by and between YA II PN, LTD (“Investor”) and SaverOne 2014 Ltd. (the “Company”) dated June 5, 2023 (the “SEPA”). Defined terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the SEPA.

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • November 22nd, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 15, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GIGCAPITAL5, INC., a corporation incorporated under the laws of the State of Delaware (the “Company”) and QT IMAGING, INC., a corporation incorporated under the laws of the State of Delaware (“QTI”). For purposes of this Agreement, after the closing of the Business Combination (as defined below), references to the “Company” shall be to QT Imaging Holdings, Inc. which will be the name of GigCapital5, Inc. following the closing of the Business Combination as contemplated by the Business Combination Agreement (as it may be amended or supplemented from time to time, the “BCA”), by and between the Company, QTI Merger Sub, Inc., a wholly-owned subsidiary of the Company that is a corporation incorporated under the laws of the State of Delaware (the “Merger Sub”) and QTI. Pursuant to the terms and subjec

AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • November 1st, 2024 • Envirotech Vehicles, Inc. • Motor vehicle parts & accessories • New York

THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 31, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ENVIROTECH VEHICLES, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • December 18th, 2024 • InMed Pharmaceuticals Inc. • Pharmaceutical preparations

THIS STANDBY EQUITY PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 13, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and INMED PHARMACEUTICALS INC., a company organized under the laws of British Columbia, Canada (the “Company”).

ETAO International Entered Into Standby Equity Purchase Agreement of Up To $150 Million with YAII PN, Ltd.
Standby Equity Purchase Agreement • March 2nd, 2023 • ETAO International Co., Ltd. • Services-offices & clinics of doctors of medicine

NEW YORK, March 1, 2023 /PRNewswire/ -- ETAO International Co., Ltd. (“ETAO” or the “Company”) announced on February 24, 2023, ETAO and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”) managed by Yorkville Advisors Global, LP (the “Investment Manager”), entered into a Standby Equity Purchase Agreement (the “SEPA”). The Investor is a fund headquartered in Mountainside, New Jersey.

June 22, 2023 Ladies and Gentlemen:
Standby Equity Purchase Agreement • June 23rd, 2023 • Xos, Inc. • Motor vehicle parts & accessories

Reference is made to that certain Securities Purchase Agreement, dated as of August 9, 2022 (the “Purchase Agreement”), between Xos, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

AGBA GROUP HOLDING LIMITED 68 Johnston Road Wan Chai, Hong Kong SAR TRILLER CORP. 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046 TRILLER HOLD CO LLC 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046
Standby Equity Purchase Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice

This letter agreement (this “Agreement”) is being furnished to YA II PN, Ltd., a Cayman Islands exempted company the (“Secured Party”), in connection with that certain Second Amended and Restated Standby Equity Purchase Agreement, dated as of the date hereof (the “SEPA”), by and among AGBA Group Holding Limited, a British Virgin Islands business company (“AGBA”), Triller Corp., a Delaware corporation (“Triller Corp.”), and the Secured Party. Capitalized terms used but not defined herein have the meanings assigned thereto in the SEPA.

AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • August 7th, 2009 • Digital Angel Corp • Communications equipment, nec

THIS AMENDMENT NO. 1 (the “Amendment”) to the Standby Equity Distribution Agreement (the “Agreement”), dated July 10, 2009, between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited company (the “Investor”) and DIGITAL ANGEL CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Company”) is dated July 17, 2009. Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.

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FIRST AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • August 30th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York

This FIRST AMENDMENT TO THE STANDBY EQUITY PURCHASE AGREEMENT, dated as of August 29, 2024 (this “First Amendment”), is entered by and between APPLIED DIGITAL CORPORATION, a Nevada corporation (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”).

AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • May 3rd, 2024 • Niocorp Developments LTD • Metal mining

THIS AMENDMENT NO. 1 (this “Amendment”), dated as of May 3, 2024 to the Standby Equity Purchase Agreement (as defined below) is between NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada, with principal executive offices located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112 (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • May 30th, 2024 • X3 Holdings Co., Ltd. • Services-computer programming services • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and X3 HOLDINGS CO., LTD., a company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 13, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CELULARITY INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 5 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • April 28th, 2011 • Tower Semiconductor LTD • Semiconductors & related devices

THIS AMENDMENT NO. 5 dated April 8, 2011 (the “Amendment”) to the Standby Equity Purchase Agreement dated August 11, 2009, between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited company (the “Investor”) and TOWER SEMICONDUCTOR LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”) as amended by Amendment No. 1 dated August 27, 2009, Amendment No. 2 dated February 4, 2010, Amendment No. 3 dated April 22, 2010, and Amendment No. 4 dated November 15, 2010 (as so amended to date, the “Agreement”). Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.

November 30, 2022 Ladies and Gentlemen:
Standby Equity Purchase Agreement • December 1st, 2022 • Rubicon Technologies, Inc. • Services-prepackaged software

Reference is made to the Standby Equity Purchase Agreement dated as of August 31, 2022 (the “SEPA”) between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd. (“Investor”). Capitalized terms not defined herein shall have the meanings given to them in the SEPA.

AMENDMENT NO. 5 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • April 11th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies

THIS AMENDMENT NO. 5 (this “Amendment”), dated as of April 10, 2023, to the Standby Equity Purchase Agreement dated as of April 28, 2022, as amended by Amendment No. 1 thereto dated as of June 13, 2022, Amendment No. 2 thereto dated as of November 14, 2022, Amendment No. 3 thereto dated as of December 29, 2022 and Amendment No. 4 thereto dated as of March 17, 2023 (as amended, the “SEPA”), by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and Eos Energy Enterprises, Inc., a company incorporated under the laws of the State of Delaware (the “Company”, and together with the Investor, the “Parties”), is being executed at the direction of the Parties.

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • July 19th, 2023 • Taoping Inc. • Services-prepackaged software • Hong Kong

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 17, 2023 is made by and between SHANJING CAPITAL GROUP CO., LTD, a British Virgin Islands business company (the “Investor”), and TAOPING INC., a British Virgin Islands business company (the “Company”).

AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • October 19th, 2010 • ProGreen Properties, Inc. • Real estate

AMENDMENT, DATED AS OF OCTOBER 18, 2010, TO STANDBY EQUITY PURCHASE AGREEMENT, dated as of August 24, 2010 (“SEP Agreement”), made by and between Progreen Properties, Inc., a Delaware corporation, with its principal offices located at 380 North Old Woodward Ave., Suite 226, Birmingham, MI 48009 (“Progreen”), and LeadDog Capital, LP, having an office at 120 Wall Street, 24th Floor, New York, NY 10005 (the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the SEP Agreement.

TOWER SEMICONDUCTOR LTD.
Standby Equity Purchase Agreement • December 6th, 2019

This prospectus supplement and the accompanying base prospectus are part of a registration statement on Form F-3 (Registration No. 333-148747) that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, we may offer to sell any combination of the

SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • July 5th, 2024 • AGBA Group Holding Ltd. • Investment advice • New York

THIS SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 28, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “ Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Company”), and TRILLER CORP., a company incorporated under the laws of the State of Delaware (“Triller Corp.”, and together with the Investor and the Company, the “parties” or separately each a “party”).

AMENDMENT NO. 4 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • March 17th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies

THIS AMENDMENT NO. 4 (this “Amendment”), dated as of March 17, 2023, to the Standby Equity Purchase Agreement dated as of April 28, 2022, as amended by Amendment No. 1 thereto dated as of June 13, 2022, Amendment No. 2 thereto dated as of November 14, 2022 and Amendment No. 3 thereto dated as of December 29, 2022 (as amended, the “SEPA”), by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and Eos Energy Enterprises, Inc., a company incorporated under the laws of the State of Delaware (the “Company”, and together with the Investor, the “Parties”), is being executed at the direction of the Parties.

FIRST AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • February 27th, 2024 • SciSparc Ltd. • Pharmaceutical preparations • New York

This FIRST AMENDMENT TO THE STANDBY EQUITY PURCHASE AGREEMENT, dated as of February 26, 2024 (this “First Amendment”), is entered between SCISPARC LTD., a company incorporated in the State of Israel (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).

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