0001213900-25-000930 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December [_], 2024, by and between Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between Nvni Group Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES B ORDINARY SHARE PURCHASE WARRANT Nvni Group LimitedSecurity Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software
THIS SERIES B ORDINARY SHARE PURCHASE WARRANT (this “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 January 3, 2025 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) the five year anniversary of the effectiveness of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nvni Group Limited, a Cayman Islands exempted company (the “Company”), up to the Maximum Eligibility Number of Ordinary Shares (as hereinafter defined), as subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT Nvni Group LimitedPlacement Agent Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software • New York
THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (this “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 July 3, 2024 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) on December 31, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nvni Group Limited, a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares (as hereinafter defined), as subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Lock-Up AgreementLock-Up Agreement • January 6th, 2025 • Nvni Group LTD • Services-prepackaged software
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of December [_], 2024 by and among Nvni Group Limited, a Cayman Islands exempted company (the “Company”) and the investors party thereto (the “Purchasers”), with respect to the issuance of (i) ordinary shares of the Company, $0.00001 par value per share, and (ii) ordinary share purchase warrants in a private placement transaction (the “Private Placement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.