UNDERWRITING AGREEMENT between ONFOLIO HOLDINGS INC. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERSUnderwriting Agreement • July 25th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • New York
The undersigned, Onfolio Holdings Inc., a company incorporated under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC, (hereinafter referred to as “you” (including its correlatives), or “EF Hutton” or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) an aggregate of [*] units, (the “Units”), each unit consisting of one Common Share, par value $0.001 per share of the Company (“Common Shares” and the Common Shares sold as part of the Units, the “Firm Shares”) together with two warrants to purchase one Common Share each (a “Firm Warrant”) at an exercise price equal to the initial public offering price of one Unit, and at the election of the Representative, (i) up to an ad
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 25th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [_________], 2022 (the “Issuance Date”) between Onfolio Holdings Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
EXHIBIT A Form of Representative’s Warrant AgreementOnfolio Holdings, Inc • July 25th, 2022 • Services-computer processing & data preparation • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2022. [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THIS PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING.]
