Model PIPE Securities Purchase Agreement (FPI) (NVCA)

Updated 17 October 2025

This is a model Securities Purchase Agreement for a Private Investment in Public Equity (PIPE) transaction. It details the terms under which a company, often a foreign private issuer, sells various securities (such as ordinary shares, ADSs, preferred shares, and warrants) to investors in a private placement, relying on exemptions from securities registration. The agreement includes extensive representations, warranties, and covenants from both parties, along with provisions for closing and compliance with U.S. securities regulations.

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