ELATE GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2024 • 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.
SERIES A COMMON STOCK PURCHASE WARRANT ELATE GROUP, INC.Elate Group, Inc. • February 12th, 2024 • 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 [________], 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 [______] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 12th, 2024 • 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”).
