SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2021, between EZGO Technologies Ltd., a British Virgin Islands business company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 20th, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
This letter (this “Agreement”) constitutes the agreement between EZGO Technologies Ltd. (the “Company”), and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which the Placement Agent shall serve as the placement agent (the “Services”), for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent placing the Securities.
ORDINARY SHARE PURCHASE WARRANT EZGO TECHNOLOGIES LTD.EZGO Technologies Ltd. • May 20th, 2021 • Motorcycles, bicycles & parts • New York
THIS ORDINARY SHARE 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from EZGO TECHNOLOGIES LTD., a British Virgin Islands business company (the “Company”), up to [●] shares, par value $0.001, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one Warrant Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENTEscrow Agreement • May 20th, 2021 • EZGO Technologies Ltd. • Motorcycles, bicycles & parts • New York
THIS AGREEMENT (this “Agreement”) is made this May [ ], 2021 by and among EZGO Technologies Ltd., a British Virgin Islands company (the “Issuer”), FT Global Capital, Inc., the “Placement Agent”) whose name and address appear on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”). Capitalized term used herein and not otherwise defined herein shall have the respective meaning set forth in the Placement Agency Agreement (as defined below).
