Certificate of Incorporation/Bylaws - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement for Series E Preferred Stock / Series E Investor Warrant

On March 11, 2024, Yunhong Green CTI Ltd. (the "Company"), entered into a Stock Purchase Agreement (the "Series E Preferred SPA") with Wickbur Holdings LLC (the "Series E Investor"), pursuant to which the Company agreed to issue and sell, and the Series E Investor agreed to purchase, 130,000 shares of the Company's newly created Series E Convertible Preferred Stock ("Series E Preferred"), at a purchase price of $10.00 per share, resulting in gross proceeds to the Company of $1,300,000, in a private transaction exempt from the registration requirements of the Securities Act of 1933 (as amended, the "Securities Act") pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506(b) thereunder. The Series E Preferred SPA contains customary representations, warranties, covenants, closing conditions, indemnification provisions and registration rights.

The transaction provided for by the Series E Preferred SPA closed on March 11, 2024.

On that date, the Company issued the Series E Investor a warrant (the "Series E Investor Warrant") to purchase up to 361,400 shares of the Company's common stock, at an exercise price of the lower of (a) $1.52 per Share, or (b) the lowest daily volume-weighted average price of the common stock during the 10 trading days prior to the date of exercise, in each case subject to customary adjustments.

The Series E Investor Warrant has a three-year exercise period; provided, however, that the Company has the right to force the holder of the Series E Investor Warrant to exercise the Series E Investor Warrant if the Company simultaneously elects to force a mandatory exercise of all other warrants then outstanding and unexercised by any holder of parity stock (that is, stock with equal ranking to the Series E Preferred).

The above description of the Series E Preferred SPA and the Series E Investor Warrant is a summary only and is qualified in its entirety by reference to the full text of the Series E Preferred SPA and the Series E Investor Warrant attached as Exhibits 10.17and Exhibit 10.18hereto, respectively.

Stock Purchase Agreement for Series F Preferred Stock and Series F Investor Warrant

On March 11, 2024, the Company entered into a Stock Purchase Agreement (the "Series F Preferred SPA") with Agile Wisdom International Limited (the "Series F Investor"), pursuant to which the Company agreed to issue and sell, and the Series F Investor agreed to purchase, 70,000 shares of the Company's newly created Series F Convertible Preferred Stock ("Series F Preferred"), at a purchase price of $10.00 per share, resulting in gross proceeds to the Company of $700,000, in a private transaction exempt from the registration requirements of the Securities Act of pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506(b) thereunder. The Series F Preferred SPA contains customary representations, warranties, covenants, closing conditions, indemnification provisions and registration rights.

The transaction provided for by the Series F Preferred SPA closed on March 11, 2024.

On that date, pursuant to the Series F Preferred SPA, the Company issued the Series F Investor a warrant (the "Series F Investor Warrant") to purchase up to 194,600 shares of the Company's common stock, at an exercise price of the lower of (a) $1.52 per Share, or (b) the lowest daily volume-weighted average price of the common stock during the 10 trading days prior to the date of exercise, in each case subject to customary adjustments.

The Series F Investor Warrant has a three-year exercise period; provided, however, that the Company has the right to force the holder of the Series F Investor Warrant to exercise the Series F Investor Warrant if the Company simultaneously elects to force a mandatory exercise of all other warrants then outstanding and unexercised by any holder of parity stock (that is, stock with equal ranking to the Series F Preferred).

The above description of the Series F Preferred SPA and the Series F Investor Warrant is a summary only and is qualified in its entirety by reference to the full text of the Series F Preferred SPA and the Series F Investor Warrant attached as Exhibits 10.19and Exhibit 10.20hereto, respectively.

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