0001493152-26-043159 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2026 • Abits Group Inc • Finance services • Wyoming
This Securities Purchase Agreement (this “Agreement”) is dated as of September 14, 2026, between Abits Group Inc, a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
ABITS GROUP INC LOCK-UP AGREEMENT September 10, 2026Lock-Up Agreement • September 17th, 2026 • Abits Group Inc • Finance services
The undersigned understands that Abits Group Inc, a British Virgin Islands company (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) on 10, 2026 with each purchaser (each, a “Purchaser”, and collectively “Purchasers”) identified on the signature page of the Securities Purchase Agreement, providing for the private placement (the “Transaction”) of one or more promissory notes of the Company (the “Notes”) convertible as set forth in the Notes, into ordinary shares, no par value per share, of the Company (the “Shares”), and that in connection therewith, the Company expects to enter into a registration rights agreement with the Purchasers.
FORM OF PLACEMENT AGENT ORDINARY SHARES PURCHASE WARRANT Abits Group IncSecurity Agreement • September 17th, 2026 • Abits Group Inc • Finance services
THIS PLACEMENT AGENT ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, RBW Capital Partners LLC 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 and on or prior to 5:00 p.m. (New York time) on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Abits Group Inc, a British Virgin Islands company (the “Company”), up to [●] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain placement agent agreement, dated as of September 14, 2026, as amended, by and between the Company, RBW Capital Partners LLC and Dawson James Securities, Inc.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2026 • Abits Group Inc • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2026, between Abits Group Inc, a British Virgin Islands company (the “Company”), and [●], a Wyoming limited liability company (“[●]”).
SIDE LETTERSide Letter • September 17th, 2026 • Abits Group Inc • Finance services • New York
Reference is made to that certain Securities Purchase Agreement, dated as of August 5, 2026 (the “SPA”), by and among Abits Group Inc., a British Virgin Islands company (the “Company”), ARC Group International Ltd., a Hong Kong company (“ARC”), Conglin (Forrest) Deng (“Mr. Deng”), Bridgeforrest (BVI) Inc., Alwin Creative Inc. and the other parties thereto. Capitalized terms used but not defined herein have the meanings ascribed to them in the SPA.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 17th, 2026 • Abits Group Inc • Finance services • Wyoming
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 14, 2026 (the “Execution Date”), by and between Abits Group Inc, a British Virgin Islands company (the “Company”), and [●], a Wyoming limited liability company (the “Investor”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • September 17th, 2026 • Abits Group Inc • Finance services • Florida
The purpose of this placement agent agreement (this “Agreement”) is to outline our agreement pursuant to which RBW Capital Partners LLC and Dawson James Securities, Inc., as the placement agent (collectively, the “Placement Agent”) will act as the placement agent on a “best efforts” basis in connection with the proposed PIPE offering (the “Placement”) by Abits Group Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of one or more senior promissory notes of the Company (the “Notes”) in an aggregate original principal amount of up to US$14,000,000, reflecting a fifteen percent (15%) original issue discount and thirteen percent (13%) interest, which Notes are convertible into ordinary shares of the Company, no par value per share (the “Ordinary Shares”). The Ordinary Shares issuable upon conversion of the Notes are referred to herein as the “Note Shares”, and the Notes and the Note Shares are referred to herein, collectively, as the “Securities”. This Agreement sets