PRE-FUNDED COMMON STOCK PURCHASE WARRANT ELATE GROUP, INC.Elate Group, Inc. • December 27th, 2023 • Trucking & courier services (no air) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●]or its registered 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 Elate Group, Inc., a Delaware corporation (the “Company”), up to [●] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock 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 security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to rec
ELATE GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 27th, 2023 • Elate Group, Inc. • Trucking & courier services (no air) • New York
The undersigned, Elate Group, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below) of the “Underwriters,” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT ELATE GROUP, INC.Elate Group, Inc. • December 27th, 2023 • Trucking & courier services (no air)
THIS COMMON STOCK 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 [________], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [________], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elate Group, Inc., a Delaware corporation (the “Company”), up to [________]1 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 27th, 2023 • Elate Group, Inc. • Trucking & courier services (no air)
This WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [●], 2024 (the “Issuance Date”) is between Elate Group, Inc., a Delaware corporation (the “Company”), and Colonial Stock Transfer (the “Warrant Agent”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • December 27th, 2023 • Elate Group, Inc. • Trucking & courier services (no air) • New York
This Employment Agreement (this “Agreement”) is dated as of [*] (“Effective Date”), and is made by and between Elate Group, Inc., a Delaware corporation (the “Company”), and Garry Lowenthal (“Executive”).
COMMON STOCK PURCHASE WARRANT ELATE GROUP, INC.Common Stock Purchase Warrant • December 27th, 2023 • Elate Group, Inc. • Trucking & courier services (no air) • New York
THIS COMMON STOCK 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 “Issuance Date”) and unless terminated earlier by the parties hereto, shall terminate after the earlier of 5:00 P.M., Eastern Standard Time (the “close of business”) on ____________ (“Expiration Date”) and the date on which no Warrants remain outstanding (the “Termination Date”), to purchase from Elate Group, Inc., a Delaware corporation (the “Company”), up to ____________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trus
