0001213900-26-034866 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2026 • Skyline Builders Group Holding LTD • Construction - special trade contractors • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of March [*], 2026, by and among Skyline Builders Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its Affiliate assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2026 • Skyline Builders Group Holding LTD • Construction - special trade contractors • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the [*]th day of March, 2026 by and among Skyline Builders Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the holder of the Placement Agent Warrants (as defined below) as signatory hereto (the “Placement Agent”).
CLASS A ORDINARY SHARE PURCHASE WARRANT SKYLINE BUILDERS GROUP HOLDING LIMITEDSecurity Agreement • March 26th, 2026 • Skyline Builders Group Holding LTD • Construction - special trade contractors
THIS CLASS A 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 set forth herein (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Skyline Builders Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), up to [*] Class A Ordinary Shares of par value of US$0.00001 each (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one Class A Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SENIOR UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSenior Unsecured Convertible Note Purchase Agreement • March 26th, 2026 • Skyline Builders Group Holding LTD • Construction - special trade contractors • New York
This Senior Unsecured Convertible Note Purchase Agreement (this “Agreement”) is entered into and made effective as of March 20, 2026, by and among Skyline Builders Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its Affiliate assigns, a “Purchaser” and collectively the “Purchasers”). Each of the Purchaser and the Company is sometimes referred to herein each as a “Party”, and collectively as the “Parties.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 26th, 2026 • Skyline Builders Group Holding LTD • Construction - special trade contractors • New York
This agreement (the “Agreement”) constitutes the agreement Dominari Securities LLC, a Delaware limited liability company, (“Dominari” or the “Placement Agent”) and Skyline Builders Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), pursuant to which the Dominari shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement pursuant to Section 4(a)(2) of the Securities Act (the “Placement”) of up to an aggregate amount of $16,575,000.00 senior unsecured convertible notes of the Company (the “Notes”), which shall be convertible into 6,906,250 Ordinary Shares of the Company (the “Conversion Shares”), par value $0.00001 per share (each, an “Ordinary Share”). The Notes and the Conversion Shares are collectively referred to herein as the “Securities.” The terms of the Placement and the Securities shall be mutually agreed upon by the