Common use of Representative Warrant Clause in Contracts

Representative Warrant. THIS ORDINARY SHARES REPRESENTATIVE WARRANT (this “Representative Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Z▇ ▇▇▇ D▇▇▇ ▇▇▇▇ LIMITED, a Cayman Islands exempted company (the “Company”) and Revere Securities LLC (“Revere”), dated [●], 2025 (the “Underwriting Agreement”), Revere (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Representative Warrant, is entitled, at any time or from time to time from [●], 2025 (the “Exercise Date”) [THE DATE THAT IS THE OFFERING CLOSING DATE ], and at or before 5:00 p.m., Eastern time, [●], 2028 [DATE THAT IS THREE YEARS FROM THE COMMENCEMENT OF SALES OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●]Ordinary Shares of the Company, par value $0.0001 per share (the “Shares”)1, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Representative Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Representative Warrant. This Representative Warrant is initially exercisable at $[●] per Share (120% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Representative Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. The Representative Warrant is redeemable.