SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2019, between Urban Tea, Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Re: Exclusive Placement Agent Agreement Dear Mr. Yi,Letter Agreement • May 28th, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Agreement shall become effective upon the date it is signed by the Company (the “Effective Date”). The terms of such Placement(s) and the Securities shall be mutually agreed upon by the Company and the investors (each, an “Investor” and collectively, the “Investors”) and nothing herein enables the Placement Agent to bind the Company or any Investor. This Agreement and the documents executed and delivered by the Company and the Investors in connection with the Placement(s) shall be collectively referred to herein as the “Transaction Documents.” The date of each of the closings of the Placement(s) shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase or to sell any Securities and does not ensure the successful placement of any Securities or
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement” or “Amendment”), is entered into as of May 21, 2019 (the “Effective Date”), by and between Urban Tea, Inc., incorporated under the laws of the British Virgin Islands (the “Company”), and Long Yi, an individual (the “Chief Executive Officer (CEO)”). Except with respect to the direct employment of the CEO by the Company, the term “Company” as used herein with respect to all obligations of the CEO hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 28th, 2019 • Urban Tea, Inc. • Industrial organic chemicals • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of May 24, 2019 by and among Urban Tea, Inc. (the “Company”) and the investors party thereto (the “Buyers”), with respect to the issuance of (i) ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), and (ii) warrants, which are exercisable to purchase Ordinary Shares. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
