0001641172-25-022757 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2025 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2025, between DIH Holding US, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, if more than one Purchaser, the “Purchasers”).
TO: The Purchasers of DIH Holding US, Inc. 8% Senior Secured Convertible DebenturesVoting Agreement • August 8th, 2025 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
This letter will confirm my agreement to vote all shares of DIH Holding US, Inc. (“DHAI”) voting stock over which I have voting control in favor of any resolution presented to the stockholders of DHAI pursuant to the terms of that certain Securities Purchase Agreement, dated August 7, 2025, among DHAI and the purchasers signatory thereto (the “Purchase Agreement”) and to approve the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market, Inc. (or any successor entity). This agreement is given in consideration of, and as a condition to the Purchasers to enter into such Securities Purchase Agreement and is not revocable by me.
COMMON STOCK PURCHASE WARRANT dih holding us, inc.Security Agreement • August 8th, 2025 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Five Narrow Lane, L.P. 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 February 1, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 1, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DIH Holding US, Inc., a Delaware corporation (the “Company”), up to 8,888,888 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2025 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 21, 2026Convertible Security Agreement • August 8th, 2025 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of DIH Holding US, Inc., a Delaware corporation (the “Company”), having its principal place of business at 77 Accord Park Drive, Suite D-1, Norwell, MA 02061, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due September 21, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).