Exhibit 1.1
PRESTIGE WEALTH INC.
UNDERWRITING AGREEMENT
[●], 2023
Revere Securities LLC
650 Fifth Avenue, 35th Floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned, Prestige
Wealth Inc., an exempted company incorporated in the Cayman Islands (the “Company”), hereby confirms its agreement
(this “Agreement”) with Revere Securities LLC (the “Underwriter”) to issue and sell to the Underwriter
an aggregate of [ ] ordinary shares, par value US$0.000625, of the Company (“Ordinary Shares”). The offering and sale
of securities contemplated by this Agreement is referred to herein as the “Offering.”
1. Firm Shares; Additional Shares.
(a) Purchase of Firm Shares.
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the Underwriter an aggregate of [ ] Ordinary Shares (the “Firm Shares”) at a purchase price
(net of underwriting discounts) of US$[ ] per Ordinary Share. The Underwriter agrees to purchase from the Company the Firm Shares set
forth opposite its name on Schedule A attached hereto and made a part hereof.
(b) Delivery of and Payment
for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time, on the second (2nd)
Business Day following the effective date of the Registration Statement (“Effective Date”), or at such time as shall
be agreed upon by the Underwriter and the Company, at the offices of Loeb & Loeb LLP (the “Underwriter’s Counsel”)
or at such other place as shall be agreed upon by the Underwriter and the Company. The hour and date of delivery of and payment for the
Firm Shares is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of the
Firm Shares through the facilities of DTC for the account of the Underwriter, is referred to herein as the “Closing.”
Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal (same day) funds upon delivery to the Underwriter
of the Firm Shares through the full fast transfer facilities of the Depository Trust Company (the “DTC”) for the account
of the Underwriter. The Firm Shares shall be registered in such names and in such denominations as the Underwriter may request in writing
at least two (2) Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except
upon tender of payment by the Underwriter for all the Firm Shares.
(c) Additional Ordinary
Shares. The Company hereby grants to the Underwriter an option (the “Over-allotment Option”) to purchase up to
an additional [ ] Ordinary Shares (the “Additional Shares”), representing fifteen percent (15%) of the Firm Shares
sold in the Offering, in each case only for the purpose of covering over-allotments of such securities, if any.
(d) Exercise of Over-allotment
Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised in whole or in part at any time
within 45 days after the Effective Date. The purchase price to be paid per Additional Share shall be equal to the price per Firm Share
in Section 1(a). The Underwriter shall not be under any obligation to purchase any Additional Shares prior to the exercise of the
Over-allotment Option. The Over-allotment Option granted hereby may be exercised upon written notice given at least two full business
days prior to the exercise to the Company from the Underwriter setting forth the aggregate number of Additional Shares to be purchased
by the Underwriter and the date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”),
which Closing Date shall not be later than five (5) full Business Days after the date of such written notice to purchase Additional Shares
is given or such other time as shall be agreed upon by the Company and the Underwriter, at the offices of Underwriter’s Counsel
or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the
Underwriter. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be
as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares,
subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriter the number of
Additional Shares specified in such notice and (ii) the Underwriter shall purchase from the Company that portion of the total number of
Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter
bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall
determine.
(e) Delivery of and Payment
for Additional Shares. Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in federal (same
day) funds, upon delivery to the Underwriter of the Additional Shares through the facilities of DTC for the account of the Underwriter.
The Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriter may request in
writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the
Additional Shares except upon tender of payment by the Underwriter for the applicable Additional Shares. The Option Closing Date may be
simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing
Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.
The Firm Shares and the Additional
Shares are hereinafter referred to collectively as the “Securities.”
(f) Escrow Agreement. Concurrently
with the execution and delivery of this Agreement, the Company, the Representative and Wilmington Trust, National Association, as escrow
agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to
which $200,000 (the “Escrow Amount”) in proceeds from the Offering shall be deposited by the Company at Closing in
an escrow account (the “Escrow Account”). During the 12-month period, the Company may use the Escrow Amount for low
risk investment, including but not limited to bonds, mutual funds, and money market funds, at its discretion. All remaining funds in the
Escrow Account that are not subject to an indemnification claim as of the 12-month period following the Closing Date will be returned
to the Company in accordance with the terms of the Escrow Agreement. The Company shall pay the reasonable fees and expenses of the Escrow
Agent.
2. Representations and Warranties of
the Company. The Company represents and warrants to the Underwriter as of the Applicable Time (as defined below) and as of the Closing
Date, as follows:
(a) Filing of Registration
Statement.
(i) Pursuant to the Act.
(1) The Company has filed with
the U.S. Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments
thereto, on Form F-1 (File No. 333-267999), including any related prospectus or prospectuses, for the registration of the Securities under
the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been
prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission
under the Act (the “Regulations”). Except as the context may otherwise require, such registration statement on file
with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules,
exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of
the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations), is referred to herein as the “Registration Statement.
(2) The final prospectus in
the form first furnished to the Underwriter for use in the Offering, is hereinafter called the “Prospectus.”
(3) The Registration Statement
has been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means 4:00 p.m. EDT,
on [●] or such other time as agreed to by the Company and the Underwriter.
(ii) Registration under
the Exchange Act. The Securities are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the
Securities under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such
registration except as described in the Registration Statement and Prospectus.
(iii) Listing on Nasdaq.
The Shares will be approved for listing on the Nasdaq Capital Market (“Nasdaq”) by the Closing Date, subject to official
notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, terminating the listing of the Securities
on Nasdaq nor has the Company received any notification that Nasdaq is contemplating revoking or withdrawing approval for listing of the
Securities.
(b) No Stop Orders, etc.
Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending
the use of any preliminary prospectus (“Preliminary Prospectus”), the Prospectus or the Registration Statement or has
instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
(c) Disclosures in Registration
Statement.
(i) 10b-5 Representation.
(1) The Registration Statement
and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of
the Act and the Regulations.
(2) The Registration Statement,
when it became effective, and any amendment or supplement thereto, did not contain and, at the Closing Date, will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and the Prospectus when filed with the Commission does not contain
and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation
and warranty made in this Section 2(c)(i)(2) does not apply to statements made or statements omitted in reliance upon and in conformity
with written information with respect to the Underwriter furnished to the Company by the Underwriter expressly for use in the Registration
Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided
by or on behalf of the Underwriter consists solely of the disclosure contained in the “Underwriting” section of the Prospectus
(collectively, the “Underwriter’s Information”).
(3) The General Disclosure Package
(as defined below), when taken together as a whole with the Prospectus (collectively, the “Disclosure Materials”),
does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements
in or omissions from the Disclosure Materials based upon and in conformity with the Underwriter’s Information.
(ii) Prior Securities
Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person
or persons controlling, controlled by, or under common control with the Company, except as disclosed in the Registration Statement and
the Prospectus.
(d) Changes After Dates
in Registration Statement.
(i) No Material Adverse
Change. Since the end of the period covered by the latest audited financial statements included in the Registration Statement and
the Prospectus, and except as otherwise specifically stated therein: (i) to the knowledge of the Company, there have been no events that
have occurred that would have a Material Adverse Effect (as defined below); and (ii) there have been no material transactions entered
into by the Company not in the ordinary course of business, other than as contemplated pursuant to this Agreement.
(ii) Recent Securities
Transactions, etc. Since the end of the period covered by the latest audited financial statements included in the Registration Statement
and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement and the
Prospectus, the Company has not, other than with respect to options to purchase Ordinary Shares at an exercise price equal to the then
fair market price of the Ordinary Shares, as determined by the Company’s board of directors, granted to employees, consultants or
service providers: (i) issued any securities or incurred any material liability or obligation, direct or contingent, for borrowed money
other than in the ordinary course of business; or (ii) declared or paid any dividend or made any other distribution on or in respect to
its share capital.
(e) Independent Accountants.
To the best of the Company’s knowledge, Marcum Asia CPAs LLP (“Marcum”), whose report is filed with the Commission
as part of the Registration Statement, are independent registered public accountants as required by the Act and the Regulations.
(f) Financial Statements,
etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement and Prospectus,
fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply;
and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”),
consistently applied throughout the periods involved except as disclosed therein; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. The Registration Statement discloses all material off-balance
sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated
entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
Except as disclosed in the Registration Statement and the Prospectus, (a) neither the Company nor any of its operating subsidiaries (each,
a “Subsidiary,” and together, the “Subsidiaries”), has incurred any material liabilities or obligations,
direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not
declared or paid any dividends or made any distribution of any kind with respect to its share capital; (c) there has not been any change
in the share capital of the Company or any of its Subsidiaries or any grants under any stock compensation plan and, (d) there has not
been any material adverse change in the Company’s long-term or short-term debt.
(g) Authorized Capital;
Options, etc. The Company has the duly authorized, issued and outstanding capitalization as set forth in the Registration Statement
and the Prospectus. Based on the assumptions stated in the Registration Statement and the Prospectus, the Company will have on the Closing
Date the adjusted capitalization set forth therein. Except as set forth in, or contemplated by, this Agreement, the Registration Statement
and the Prospectus, on the Effective Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or
otherwise acquire any authorized, but unissued share capital of the Company or any security convertible into share capital of the Company,
or any contracts or commitments to issue or sell share capital or any such options, warrants, rights or convertible securities.
(h) Valid Issuance of Securities,
etc.
(i) Outstanding Securities.
All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized
and validly issued and are fully paid and non-assessable (which term when used in respect of the shares of the Company means that no further
sums are required to be paid by the holders thereof in connection with the issue thereof); the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued
in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
(ii) Securities Sold Pursuant
to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued,
fully paid and non-assessable (which term when used in respect of the shares of the Company means that no further sums are required to
be paid by the holders thereof in connection with the issue thereof); the Securities are not and will not be subject to the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required
to be taken for the authorization, issuance and sale of the foregoing Securities has been duly and validly taken. The Securities conform
in all material respects to all statements with respect thereto contained in the Registration Statement.
(iii) Issuance of Securities.
Upon issuance of Securities, and subject to full payment thereof by the Underwriter in accordance with the terms hereof, such Securities
will be duly and validly issued, and the persons in whose names the Securities are registered will be entitled to the rights specified
in the Securities, and upon the sale and delivery of these Securities, and payment therefor, pursuant to this Agreement, the persons in
whose names the Securities are registered will acquire good, marketable and valid title to such Securities, free and clear of all pledges,
liens, security interests, charges, claims or encumbrances of any kind.
(i) Registration Rights
of Third Parties. Except as set forth in the Registration Statement and the Prospectus, no holders of any securities of the Company
or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register
any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
(j) Validity and Binding
Effect of This Agreement. This Agreement has been duly and validly authorized by the Company, and, when executed and delivered by
or on behalf of the Company, will constitute, the valid and binding obligations of the Company enforceable in accordance with its terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefore may be brought.
(k) No Conflicts. The
execution, delivery, and performance by the Company of this Agreement, the consummation by the Company of the transactions herein and
therein contemplated and the compliance by the Company with the terms hereof do not and will not, with or without the giving of notice
or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a
material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any
property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in
any violation of the provisions of the Company’s amended and restated memorandum and articles of association (as the same may be
amended from time to time, the “Charter”); or (iii) violate any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties
or business as constituted as of the date hereof, except such violation or breach that would not reasonably be expected to have a material
adverse effect on the assets, business, conditions, financial position or results of operations of the Company (a “Material Adverse
Effect”).
(l) No Defaults; Violations.
No default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture,
mortgage, deed of trust, note, loan or credit agreement, or any other material agreement or instrument evidencing an obligation for borrowed
money, or any other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any
of the properties or assets of the Company is subject, except for such defaults that would not, singly or in the aggregate, result in
a Material Adverse Effect to the Company and its Subsidiaries, taken as a whole, and that are not otherwise disclosed in the Registration
Statement, the Prospectus or the Disclosure Materials. The Company is not in violation of any term or provision of its Charter, or in
violation in any respect of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency
or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such defaults that
would not, singly or in the aggregate, result in a Material Adverse Effect to the Company and its Subsidiaries, taken as a whole, and
that are not otherwise disclosed in the Registration Statement, the Prospectus or the Disclosure Materials.
(m) Corporate Power; Licenses;
Consents.
(i) Conduct of Business.
Except as described in the Registration Statement and the Prospectus, the Company has all requisite corporate power and authority, and
has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials
and bodies that it needs as of the date hereof to conduct its business purpose as described in the Prospectus, except, in each case, as
would not reasonably be expected to have a Material Adverse Effect.
(ii) Transactions Contemplated
Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions
hereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent,
authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and
delivery of the Securities and the consummation by the Company of the transactions and agreements contemplated by this Agreement and as
contemplated by the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the
Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Nasdaq.
(n) D&O Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed
by each of the Company’s directors and officers named in the section “Management” in the Prospectus immediately prior
to the Offering (the “Insiders”) and provided to the Underwriter is true and correct in all respects and the Company
has not become aware of any information which would cause the information disclosed in the questionnaires completed by each Insider to
become inaccurate and incorrect.
(o) Litigation; Governmental
Proceedings. Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry,
arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or
involving the Company or, to the Company’s knowledge, any executive officer or director that has not been disclosed in the Registration
Statement and the Prospectus or in connection with the Company’s listing application for the listing of the Securities on Nasdaq.
(p) Good Standing.
The Company has been duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands as of the date
hereof, and is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of the Company’s
business requires such qualification, except where the failure to qualify would not reasonably be expected to have a Material Adverse
Effect.
(q) Transactions Affecting
Disclosure to FINRA.
(i) Finder’s Fees.
Except as described in the Registration Statement and the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the
Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the best of the Company’s knowledge,
any of its shareholders that may affect the Underwriter’s compensation, as determined by FINRA.
(ii) Payments Within Twelve
(12) Months. Except as described in the Registration Statement and the Prospectus, the Company has not made any direct or indirect
payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration
of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii)
to any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member,
within the twelve months prior to the Effective Date, other than the prior payment of US$50,000 to the Underwriter, a US$131,677 payment
to Network 1 Financial Securities, Inc., one of the former underwriters for the Company, in July and October 2022, and a US$10,000 payment
to Axiom Capital Management, Inc., one of the former underwriters for the Company, in January 2022, as provided hereunder in connection
with the Offering.
(iii) FINRA Affiliation.
To the Company’s knowledge, and except as may have been previously disclosed in writing to the Underwriter, no Insider or any beneficial
owner of 10% or more of the Company’s outstanding Ordinary Shares has any direct or indirect affiliation or association with any
FINRA member (as determined in accordance with the rules and regulations of FINRA).
(iv) Use of Proceeds.
None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates inclusive of
any FINRA member or its affiliates in any country or jurisdiction outside of the United States, except as specifically authorized herein.
(v) Information. All
information provided by the Company in its FINRA Questionnaire to Underwriter Counsel specifically for use by Underwriter Counsel in connection
with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material respects.
(r) Foreign Corrupt Practices
Act. Neither the Company nor, to the Company’s knowledge, any of the Insiders or employees of the Company or any other person
authorized to act on behalf of the Company has, directly or indirectly, knowingly given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a
customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or
any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder
the business of the Company (or assist it in connection with any actual or proposed transaction) that might subject the Company to any
damage or penalty in any civil, criminal or governmental litigation or proceeding.
(s) Officers’ Certificate.
Any certificate signed by any duly authorized officer of the Company and delivered to you or to the Underwriter’s Counsel shall
be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby.
(t) Lock-Up Period.
(i) Each Insider (the “Lock-Up
Parties”) has agreed, pursuant to an executed Lock-Up Agreement in the form attached hereto as Annex I (for officers,
directors and 5% or greater shareholders), that for a period ending six (6) months after the date of commencement of sales of the Offering
(the “Lock-Up Period”), each such person and their respective affiliated parties shall not offer, pledge, sell, contract
to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or share capital of the Company, including
Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or share capital, without the consent
of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in
its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party.
(ii) The Company, on behalf
of itself and any successor entity, has agreed that, pursuant to an executed Lock-Up Agreement in the form attached hereto as Annex
II and without the prior written consent of the Underwriter, it will not, for a period ending three (3) months after the date of commencement
of sales of the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares
of share capital of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company; (ii) file
or cause to be filed any registration statement with the Commission relating to the offering of any shares of the Company or any securities
convertible into or exercisable or exchangeable for shares of the Company or (iii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of share capital of the Company, whether any such transaction
described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of the Company or such other securities, in cash or
otherwise. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii)
the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the
date hereof of, provided that the Underwriter has been advised in writing of such issuance prior to the date hereof, (iii) the issuance
by the Company of option to purchase or shares of Securities, share capital or restricted share of the Company under any stock compensation
plan of the Company outstanding on the date hereof, (iv) any registration statement on Form S-8, or (v) the issuance of securities in
connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided
such shares are not registered pursuant to a registrations statement. For purposes of subclause (ii) in this paragraph, the Underwriter
acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be
deemed to constitute prior written notice to the Underwriter.
(u) Subsidiaries. Exhibit
21.1 of the Registration Statement lists each Subsidiary and consolidated entity of the Company and sets forth the ownership of all of
the Subsidiaries. The Subsidiaries are duly organized and in good standing under the laws of the place of organization or incorporation,
and each such Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business
requires such qualification, except where the failure to qualify would not reasonably be expected to have a Material Adverse Effect. The
Company’s ownership and control of each Subsidiary and each Subsidiary’s ownership and control of other Subsidiaries, is as
described in the Registration Statement, the Disclosure Materials and the Prospectus. The Company does not own or control, directly or
indirectly, any corporation, association or entity, except as disclosed in the Registration Statement and the Prospectus. Each of the
Company and its Subsidiaries has full corporate power and authority to own or lease, as the case may be, and to operate its properties
and conduct its business as described in the Disclosure Materials and the Prospectus, and is duly qualified to do business under the laws
of each jurisdiction which requires such qualification.
(v) Related Party Transactions.
Except as disclosed in the Registration Statement and the Prospectus, there are no business relationships or related party transactions
involving the Company or any other person required to be described in the Prospectus that have not been described as required.
(w) Board of Directors.
The board of directors of the Company is comprised of the persons set forth under the section of the Prospectus captioned “Management.”
The qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act
of 2002 and the rules promulgated thereunder applicable to the Company and the rules of Nasdaq. At least one member of the board of directors
of the Company qualifies as an “audit committee financial expert,” as such term is defined under the Sarbanes-Oxley Act of
2002 and the rules promulgated thereunder and the rules of Nasdaq. In addition, at least a majority of the persons serving on the board
of directors of the Company qualify as “independent,” as such term is defined under the rules of Nasdaq.
(x) Sarbanes-Oxley Compliance.
Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus, the Company will be, on the Effective
Date, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 applicable to it and has implemented or will implement
such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory
deadlines therefor) with all the material provisions of the Sarbanes-Oxley Act of 2002.
(y) No Investment Company
Status. The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the net proceeds
thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in
the Investment Company Act of 1940, as amended.
(z) No Material Labor Disputes.
No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the best of the Company’s knowledge,
is imminent, which would result in a Material Adverse Effect.
(aa) Intellectual Property.
Except as described in the Registration Statement and the Prospectus, the Company and each of its Subsidiaries owns or possesses or has
valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations,
copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property”) necessary for the conduct
of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus,
except for such Intellectual Property, the failure of which to own or possess, as the case may be, would not reasonably be expected to
result in a Material Adverse Effect. To the Company’s knowledge, no action or use by the Company or any of its Subsidiaries will
involve or give rise to any infringement of, or material license or similar fees for, any Intellectual Property of others, that would
reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, except as disclosed in
the Registration Statement or the Prospectus. Neither the Company nor any of its Subsidiaries has received any notice alleging any such
infringement or fee, except such infringement or fee that would not reasonably be expected to have a Material Adverse Effect on the Company
or the Subsidiaries, taken as a whole.
(bb) Taxes. Each of
the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to
the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has paid all
taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all material taxes imposed on or assessed against
the Company or such subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the
Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, for all periods to and including the
dates of such consolidated financial statements. Except as disclosed in writing to the Underwriter and to the knowledge of the Company,
(i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes
asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection
of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” mean all federal, state,
local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,
service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to
tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements,
and other documents required to be filed with relevant taxing authorities in respect to taxes.
(cc) Data. The statistical,
industry-related and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources
which the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they
are derived. The Company has obtained the written consent to the use of such data from such sources to the extent necessary.
(dd) Board of Directors.
The Company’s board of directors has validly appointed an audit committee whose composition satisfies the requirements of the rules
and regulations of Nasdaq and the board of directors of the Company and/or audit committee has adopted a charter that satisfies the requirements
of the rules and regulations of Nasdaq. Except as disclosed in the Registration Statement and the Prospectus, neither the board of directors
of the Company nor the audit committee has been informed, nor is any director of the Company aware, of any significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the Company’s ability to record, process, summarize and report financial information.
(ee) No Integration.
Neither the Company nor any of the Subsidiaries has, prior to the date hereof, made any offer or sale of any securities which are required
to be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Underwriter pursuant to the Registration
Statement. Except as disclosed in the Registration Statement, neither the Company nor any of the Subsidiaries has sold or issued any Ordinary
Shares or any securities convertible into, exercisable or exchangeable for Ordinary Shares, or other equity securities, or any rights
to acquire any Ordinary Shares or other equity securities of the Company, during the six-month period preceding the date of the Prospectus,
including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Act, other than Ordinary Shares issued pursuant
to employee benefit plans, qualified stock option plans or the employee compensation plans or pursuant to outstanding options, rights
or warrants as described in the Registration Statement.
(ff) Hong Kong, British
Virgin Islands, Cayman Islands, and United States Representation and Warranties.
(i) Organization.
The Subsidiaries have been duly organized and are validly existing as companies under the applicable laws of Hong Kong, the Cayman Islands,
the British Virgin Islands (“BVI”) and the United States, and, with respect to Hong Kong Subsidiaries only, their business
registration are in full force and effect. 100% of the equity interests of the Subsidiaries are owned, directly or indirectly, by the
Company as described in the Prospectus, and such equity interests are free and clear of all liens, encumbrances, equities or claims; the
bylaws, the constituent documents of each Subsidiary comply in all material respects with the requirements of applicable laws of its jurisdiction
of incorporation and are in full force and effect; and the Subsidiaries have full power and authority (corporate and other) and all consents,
approvals, authorizations, permits, licenses, orders, registrations, clearances and qualifications of or with any governmental agency
having jurisdiction over the Subsidiaries or any of their properties required for the ownership or lease of property by them and the conduct
of their business in accordance with their registered business scope, except for such that would not reasonably be expected to have a
Material Adverse Effect and have the legal right and authority to own, use, lease and operate their assets and to conduct their business
in the manner presently conducted and as described in the Prospectus.
Each Subsidiary has legal and
valid title to all of its properties and assets, free and clear of all liens, charges, encumbrances, equities, claims, options and restrictions;
each lease agreement to which it is a party is duly executed and legally binding; its leasehold interests are set forth in and governed
by the terms of any lease agreements, and, to the best of the Company’s knowledge, such agreements are valid, binding and enforceable
in accordance with their respective terms under application jurisdictions laws, except where the invalidity of such lease agreements would
not reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiaries, taken as a whole; and, none of the Subsidiaries
own, operate, manage or have any other right or interest in any other material real property of any kind, which would reasonably result
in a Material Adverse Effect to the Company and the Subsidiaries, taken as a whole, except as described in the Prospectus.
(ii) Hong Kong Taxes.
Except as disclosed in the Registration Statement, the Disclosure Materials and Prospectus, no transaction, stamp, capital or other issuance,
registration, transaction, transfer or withholding taxes or duties are payable in Hong Kong, the British Virgin Islands or the Cayman
Islands to any Hong Kong, BVI or Cayman Islands taxing authority in connection with (A) the issuance, sale and delivery of the Securities
to or for the account of the purchasers, and (B) the purchase from the Company and the sale and delivery of the Securities to purchasers
thereof.
(iii) Dividends and Distributions.
Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, no Subsidiary of the Company is currently
prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such
Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring
any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.
(iv) Money Laundering.
The operations of the Company and its Subsidiaries are and have been conducted at all times in all material respects in compliance with
applicable financial recordkeeping and reporting requirements of money laundering statutes and the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the
“Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company, any of its Subsidiaries.
(v) Office of Foreign
Assets Control. To the Company’s and its Subsidiaries’ knowledge, none of any director, officer, or employee of the Company
or any of its Subsidiaries, has conducted or entered into a contract to conduct any transaction with the governments or any of subdivision
thereof, residents of, or any entity based or resident in the countries that are currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); none of the Company or any of its
Subsidiaries is currently subject to any U.S. sanctions administered by OFAC (including but not limited to the designation as a “specially
designated national or blocked person” thereunder), the United Nations Security Council, or the European Union or is located, organized
or resident in a country or territory that is the subject of OFAC-administered sanctions, including, without limitation, Burma/Myanmar,
Cuba, Iran, North Korea, Sudan and Syria; and the Company will not knowingly directly or indirectly use the proceeds of the Offering,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for
the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
(vi) No Immunity.
None of the Company, its Subsidiaries or any of its or their properties or assets has any immunity from the jurisdiction of any court
or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise)
under the laws of the Cayman Islands, Hong Kong, BVI, New York or United States federal law; and, to the extent that the Company, its
Subsidiaries or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of
immunity in any such court in which proceedings may at any time be commenced, each of the Company and its Subsidiaries waives or will
waive such right to the extent permitted by law and has consented to such relief and enforcement under New York law as provided under
this Agreement.
(vii) Free Transferability
of Dividends or Distributions. Except as disclosed in the Disclosure Materials, Registration Statement and Prospectus all dividends
and other distributions declared and payable on the Ordinary Shares may under current Cayman Islands, BVI, Hong Kong and United States
law and regulations be paid to the holders of Securities in United States dollars and may be converted into foreign currency that may
be transferred out of the Cayman Islands, BVI, Hong Kong and the United States in accordance with, and all such payments made to holders
thereof or therein who are non-residents of the Cayman Islands, BVI, Hong Kong or the United States, will not be subject to income, withholding
or other taxes under, the laws and regulations of the Cayman Islands, BVI, Hong Kong and the United States, or any political subdivision
or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman
Islands, BVI, Hong Kong and the United States or any political subdivision or taxing authority thereof or therein and without the necessity
of obtaining any governmental authorization in the Cayman Islands, BVI Hong Kong and the United States or any political subdivision or
taxing authority thereof or therein.
(vi) Not a PFIC. Except
as disclosed in the Disclosure Materials, Registration Statement and Prospectus, the Company does not expect that it will be treated as
a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue
Code of 1986, as amended, for its current taxable year. The Company has no plan or intention to operate in such a manner that would reasonably
be expected to result in the Company becoming a PFIC in future taxable years.
(vii) Foreign Private
Issuer Status. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Act.
(viii) Choice of Law.
Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the choice of law provision set forth in this
Agreement constitutes a legal and valid choice of law under the laws of the Cayman Islands, BVI, Hong Kong and the United States and will
be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, BVI, Hong Kong
and the United States, except in respect of the Cayman Islands and the BVI, for those laws (a) which such court considers to be procedural
in nature, (b) which are revenue or penal laws or (c) the application of which would be inconsistent with public policy, as such term
is interpreted under the laws of the Cayman Islands and the BVI, and subject to compliance with relevant civil procedural requirements
(that do not involve a re-examination of the merits of the claim) in the Cayman Islands, BVI, Hong Kong and the United States (if applicable).
The Company has the power to submit, and pursuant to Section 15 of this Agreement, has legally, validly, effectively and submitted,
to the personal jurisdiction of each of the New York Courts, and the Company has the power to designate, appoint and authorize, and pursuant
to Section 15 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for
service of process in any action arising out of or relating to this Agreement or the Securities in any New York Court, and service of
process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section
15 of this Agreement.
(ix) Recognition of Judgments.
The courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in a New York
Court having jurisdiction under New York law against the Company based upon this Agreement under which a sum of money is payable (other
than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty)
or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a)
such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural
justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary
to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering
of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the
Cayman Islands.
(gg) MD&A. The
section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the
Preliminary Prospectus included in the Disclosure Materials and the Prospectus accurately and fully describes in all material respects
(A) accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition and
results of operations and that require management’s most difficult, subjective or complex judgments (“Critical Accounting
Policies”); (B) judgments and uncertainties affecting the application of the Critical Accounting Policies; and (C) the likelihood
that materially different amounts would be reported under different conditions or using different assumptions and an explanation thereof;
and the Company’s management have reviewed and agreed with the selection, application and disclosure of the Critical Accounting
Policies as described in the Disclosure Materials and the Prospectus and have consulted with its independent accountants with regard to
such disclosure.
3. Offering. Upon authorization
of the release of the Securities by the Underwriter, the Underwriter intends to offer the Securities for sale to the public upon the terms
and conditions set forth in the Prospectus.
4. Covenants of the Company. The
Company acknowledges, covenants and agrees with the Underwriter that:
(a) The Registration Statement
and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required
under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within
the prescribed time period and will provide evidence satisfactory to the Underwriter of such timely filing.
(b) During the period beginning
on the date hereof and ending on the later of the Closing Date or such date as, in the reasonable opinion of Underwriter’s Counsel,
the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a) under the Act is
no longer required to be provided) in connection with sales by an underwriter or dealer (the “Prospectus Delivery Period”),
prior to amending or supplementing the Registration Statement, the General Disclosure Package or the Prospectus, the Company shall furnish
to the Underwriter and Underwriter’s Counsel for review a copy of each such proposed amendment or supplement, and the Company shall
not file any such proposed amendment or supplement to which the Underwriter reasonably objects within 36 hours of delivery thereof to
Underwriter’s Counsel. The term “General Disclosure Package” means, collectively, the Issuer Free Writing Prospectus
(es) (as defined below) issued at or prior to the date hereof, the most recent preliminary prospectus related to this Offering, and the
information included on Schedule A hereto.
(c) After the date of this
Agreement, the Company shall promptly advise the Underwriter in writing of: (i) the receipt of any comments of, or requests for additional
or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendment to the Registration
Statement or any amendment or supplement to any prospectus, the General Disclosure Package or the Prospectus; (iii) the time and date
that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or
suspending its use or the use of any prospectus, the General Disclosure Package, the Prospectus or any issuer free writing prospectus
as defined in Rule 433 of the Regulations (the “Issuer Free Writing Prospectus”), or the initiation of any proceedings
to remove, suspend or terminate from listing the Shares from any securities exchange upon which the Shares are listed for trading, or
of the threatening of initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any
time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the
Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Act and will use its
reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the
Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).
(d) (i) During the Prospectus
Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Act as now in effect and
as may be hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales
of or dealings in the Securities as contemplated by the provisions hereof, the General Disclosure Package, the Registration Statement
and the Prospectus. If during such period any event or development occurs as a result of which the Prospectus (or if the Prospectus is
not yet available to prospective purchasers, the General Disclosure Package) would include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading, or if
during such period it is necessary or appropriate in the opinion of the Company or its counsel or the Underwriter or Underwriter’s
Counsel to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers,
the General Disclosure Package) to comply with the Act, the Company will promptly notify the Underwriter and will promptly amend the Registration
Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the General Disclosure Package)
or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance.
(ii) If at any time following
the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus
would conflict with the information contained in the Registration Statement or the Prospectus or would include an untrue statement of
a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
there existing, not misleading, the Company will promptly notify the Underwriter and will promptly amend or supplement, at its own expense,
such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(e) The Company will deliver
to the Underwriter and Underwriter’s Counsel a copy of the Registration Statement, as initially filed, and all amendments thereto,
including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents
for at least five (5) years after the date of filing thereof. The Company will promptly deliver to the Underwriter such number of copies
of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if
any, and all documents which are exhibits to the Registration Statement and any Preliminary Prospectus or Prospectus or any amendment
thereof or supplement thereto, as the Underwriter may reasonably request. On the Business Day next succeeding the date of this Agreement,
and from time to time thereafter, the Company will furnish to the Underwriter copies of the Prospectus in such quantities as the Underwriter
may reasonably request.
(f) The Company consents to
the use and delivery of the Preliminary Prospectus by the Underwriter in accordance with Rule 430 and Section 5(b) of the Act.
(g) If the Company elects
to rely on Rule 462(b) under the Act, the Company shall both file a Rule 462(b) Registration Statement with the Commission in compliance
with Rule 462(b) by the earlier of: (i) 10:00 P.M., Eastern time, on the date of this Agreement, and (ii) the time that confirmations
are given or sent, as specified by Rule 462(b)(2), and pay the applicable fees in accordance with Rule 111 of the Act.
(h) The Company will use its
reasonable best efforts, in cooperation with the Underwriter, at or prior to the time of effectiveness of the Registration Statement,
to qualify the Securities for offering and sale under the securities laws relating to the Offering or sale of the Securities of such jurisdictions
as the Underwriter may reasonably designate and to maintain such qualifications in effect for so long as required for the distribution
thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute
a general consent to service of process or to subject itself to taxation if it is otherwise not so subject.
(i) The Company will make
generally available (which includes filings pursuant to the Exchange Act made publicly through the Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) system) to its security holders as soon as practicable, but in any event not later than 15
months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month
period that shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Regulations.
(j) Except with respect to
(i) securities of the Company which may be issued in connection with an acquisition of another entity (or the assets thereof), (ii) the
issuance of securities of the Company intended to provide the Company with proceeds to acquire another entity (or the assets thereof),
or (iii) the issuance of securities under the Company’s stock option plans with exercise or conversion prices at fair market value
(as defined in such plans) in effect from time to time, during the three (3) months following the Closing Date, the Company or any successor
to the Company shall not undertake any public or private offerings of any equity securities of the Company (including equity-linked securities)
without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld, delayed or conditioned.
(k) Following the Closing
Date, any of the entities and individuals listed on Schedule B hereto (the “Lock-Up Parties”), without the prior
written consent of the Underwriter, shall not sell or otherwise dispose of any securities of the Company, whether publicly or in a private
placement, during the period that their respective lock-up agreements are in effect. The Company will deliver to the Underwriter the agreements
of the Lock-Up Parties to the foregoing effect prior to the Closing Date, which agreements shall be substantially in the form attached
hereto as Annex I or Annex II.
(l) The Company will not issue
press releases or engage in any other publicity without the Underwriter’s prior written consent, for a period ending at 5:00 P.M.,
Eastern time, on the first Business Day following the twenty-fifth (25th) day following the Closing Date, other than normal and customary
releases issued in the ordinary course of the Company’s business, or as required by law.
(m) The Company will apply
the net proceeds from the sale of the Securities as set forth under the caption “Use of Proceeds” in the Prospectus. Without
the prior written consent of the Underwriter, except as disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or shareholders or to pay any accrued
salaries or bonuses to any employees or former employees.
(n) The Company will use its
reasonable best efforts to effect and maintain the listing of the Ordinary Shares on the NASDAQ Capital Market for at least two (2) years
after the Effective Date, unless such listing is terminated as a result of a transaction approved by the holders of a majority of the
voting securities of the Company. If the Company fails to maintain such listing of its Shares on the NASDAQ Capital Market or other Trading
Market, for a period of two (2) years from the Effective Date, the Company, at its expense, shall obtain and keep current a listing of
such securities in the Standard & Poor’s Corporation Records Services or Mergent’s Industrial Manual; provided that Mergent’s
OTC Industrial Manual is not sufficient for these purposes. “Trading Market” means any of the following markets or
exchanges on which the Ordinary Shares is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Stock Market,
the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).
(o) The Company will use its
reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the
Closing Date, and to satisfy all conditions precedent to the delivery of the Securities.
(p) The Company will not take,
and will cause its affiliates not to take, directly or indirectly, any action which constitutes or is designed to cause or result in,
or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security
to facilitate the sale or resale of any of the Securities.
(q) The Company shall cause
to be prepared and delivered to the Underwriter, at its expense, within two (2) Business Days from the date of this Agreement, an Electronic
Prospectus to be used by the Underwriter in connection with the Offering. As used herein, the term “Electronic Prospectus”
means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded
in an electronic format, satisfactory to the Underwriter, that may be transmitted electronically by the Underwriter to offerees and purchasers
of the Securities for at least the period during which a Prospectus relating to the Securities is required to be delivered under the Act
or the Exchange Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except
to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall
be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as
appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Underwriter, that
will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such
recipients (other than any fee charged for subscription to the Internet as a whole and for online time).
(r) In the event that at any
time prior to the first (1st) anniversary of the Closing Date the Company, or any of its affiliates or Subsidiaries shall enter into any
transaction (including, without limitation, any merger, consolidation, acquisition, financing, joint venture or other arrangement) with
any party (i) introduced directly to the Company by the Underwriter, during such period, or (ii) who participated in the Offering, the
Underwriter will be paid a transaction fee, payable at the closing thereof, equal to one percent (1.0%) of the consideration or value
received by the Company and/or its shareholders. In the event that this Offering is terminated for cause, in compliance with FINRA Rule
5110(g)(5)(B), the Company shall not be obligated to pay the fee provided in this sub-clause.
5. Representations and Warranties of
the Underwriter.
The Underwriter represents
and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the
Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with
the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of
the free writing prospectuses included in Schedule C. Any such free writing prospectus consented to by the Underwriter is herein
referred to as a “Permitted Free Writing Prospectus.” The Underwriter represents that it has treated or agrees that
it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has
complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission
filing where required, legending and record keeping.
6. Consideration; Payment of Expenses.
(a) In consideration of the
services to be provided for hereunder, the Company shall pay to the Underwriter or its designee(s) the following compensation (or pro
rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount
equal to seven and a half percent (7.50%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional
Shares) raised in the Offering for investors that are introduced by the Underwriter;
(ii) a non-accountable expense
allowance of one percent (1.0%) of the gross proceeds of the Offering;
(iii) an accountable expense
allowance of up to US$100,000, of which US$50,000 has already been paid to the Underwriter as an advance against the accountable expense;
and
(iv) an advisory fee of $100,000.
(b) [intentionally omitted].
(c) The Underwriter reserves
the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be
made by FINRA to the effect that the Underwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require
adjustment.
(d) Whether or not the transactions
contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company
hereby agrees to pay all costs and expenses incident to the Offering, including the following:
(i) all expenses in connection
with the preparation, printing, formatting for EDGAR and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus
and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers;
(ii) all fees and expenses in
connection with filings with FINRA’s Public Offering System;
(iii) all fees, disbursements
and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the
Offering and with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if necessary;
(iv) all reasonable fees associated
with translation services (if necessary);
(v) all fees and expenses in
connection with listing the Securities on a national securities exchange;
(vi) all fees and expenses in
connection with pre-approved due diligence work in legal, finance, and business;
(vii) all the road show expenses
incurred by the Company;
(viii) the cost and charges
of any transfer agent or registrar for the Securities;
(ix) fees and expenses
of the Underwriter’s legal counsel.
(e) It is understood, however,
that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all
of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is
terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances
previously paid which as of the date hereof is US$50,000, including US$50,000 paid upon the execution of the certain engagement letter
between the Company and the Underwriter, dated March 30, 2023, as an advance to be applied towards the accountable expenses (collectively
the “Advances”).. All documented out-of-pocket expenses and advisory fee of the Underwriter (including but not limited
to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in connection herewith which
shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such
expenses and fees to be reimbursed by the Company shall not exceed US$200,000, including the Advances. To the extent that the Underwriter’
documented out-of-pocket expenses and advisory fee are less than the Advances, the Underwriter will return to the Company that portion
of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A) and 5110(g)(4)(B).
7. Conditions of Underwriter’
Obligations. The obligations of the Underwriter to purchase and pay for the Firm Shares as provided herein shall be subject to: (i)
the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date,
(ii) the absence from any certificates, opinions, written statements or letters furnished to the Underwriter or to Underwriter’s
Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder,
and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and
“Closing” shall refer to the Closing Date for the Firm Shares and each of the foregoing and following conditions must be satisfied
as of each Closing.
(a) The Registration Statement
shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., Eastern
time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Underwriter. If
the Company shall have elected to rely upon Rule 430A under the Act, the Prospectus shall have been filed with the Commission in a timely
fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities
and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable
time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the
Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package,
the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have
been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement,
the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the
Underwriter’s satisfaction.
(b) The Underwriter shall
not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus,
or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in
the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in the Underwriter’s reasonable opinion,
is material and is required to be stated therein or necessary to make the statements therein not misleading.
(c) The Underwriter shall
have received legal opinions, in form and substance reasonably satisfactory to the Underwriter and Underwriter’s Counsel of (i)
Conyers Dill & Pearman, Cayman Islands counsel to the Company dated as of the Closing Date and addressed to the Underwriter, (ii)
Hunter Taubman Fischer & Li LLC, U.S. legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriter;
and (iii) Miao & Co., Hong Kong legal counsel to the Company, dated as of the Closing Date.
(d) The Underwriter shall
have received a certificate from the Chief Executive Officer and Chief Financial Officer of the Company, dated as of each of the Closing
Date and any Option Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been
satisfied, (ii) as of the date hereof and as of each of the Closing Date and any Option Closing Date, the representations and warranties
of the Company set forth in Section 2 hereof are accurate, (iii) as of each of the Closing Date and any Option Closing Date, all
agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed
or complied with, (iv) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued
and no proceedings therefor have been initiated or threatened by the Commission, (v) there are no pro forma or as adjusted financial statements
that are required to be included in the Registration Statement and the Prospectus pursuant to the Regulations which are not so included,
and (vi) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has
not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions
in the ordinary course of business.
(e) At each of the Closing
Date and any Option Closing Date, the Underwriter shall have received a certificate of the Company signed by a duly authorized executive
officer of the Company, dated the Closing Date and any Option Closing Date, certifying: (i) that each of the Charter and Bylaws is true
and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s board of directors
relating to the Offering are in full force and effect and have not been modified; (iii) the good standing of the Company; and (iv) as
to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
(f) On the date of this Agreement
and on the Closing Date, the Underwriter shall have received a “comfort” letter from Marcum as of each such date, addressed
to the Underwriter and in form and substance satisfactory to the Underwriter and Underwriter’s Counsel, confirming that they are
independent certified public accountants with respect to the Company within the meaning of the Act and all applicable Regulations, and
stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified
financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings
of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter.
(g) Subsequent to the execution
and delivery of this Agreement and prior to the Closing Date or the Option Closing Date or, if earlier, the dates as of which information
is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto),
there shall not have been any change in the share capital or long-term debt of the Company or any change or development involving a change,
whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results
of operations, shareholders’ equity, or properties of the Company, taken as a whole, including but not limited to the occurrence
of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described
above, is, in the reasonable judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed
with the sale of Securities or Offering as contemplated hereby.
(h) The Underwriter shall
have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in
the form attached as Annex I or Annex II.
(i) The Ordinary Shares are
registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized for trading on the
NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Underwriter. The Company shall have taken
no action designed to terminate, or likely to have the effect of terminating, the registration of the Shares under the Exchange Act or
delisting or suspending the Shares from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting
that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Firm Shares and the Additional
Shares shall be DTC eligible.
(j) FINRA shall have confirmed
that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
(k) No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental
or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order
of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the
Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company.
(l) The Company shall have
furnished the Underwriter and Underwriter’ Counsel with such other certificates, opinions or documents as they may have reasonably
requested.
8. Indemnification.
(a) To the fullest extent
permitted under applicable law, the Company agrees to indemnify and hold harmless the Underwriter and each Person, if any, who controls
the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims,
damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable
expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever,
and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written
consent of the Company), insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of
or are based upon: (i) an untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement,
including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant
to Rules 430A and 430B of the Regulations, any Preliminary Prospectus, the General Disclosure Package, the Prospectus, or any amendment
or supplement to any of them or (B) any Issuer Free Writing Prospectus or any materials or information provided to investors by, or with
the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”),
including any road show or investor presentations made to investors by the Company (whether in person or electronically), or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading and will reimburse such indemnified party for any legal or other expenses reasonably incurred by
it in connection with investigations or defending against such losses, liabilities, claims, damages or expenses (or actions in respect
thereof); or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii)
in whole or in part upon any failure of the Company to perform its obligations hereunder; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, liability, claim, damage or expense (or action in respect thereof) arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement,
any Preliminary Prospectus, the General Disclosure Package, the Prospectus, or any such amendment or supplement to any of them, or any
Issuer Free Writing Prospectus or any Marketing Materials in reliance upon and in conformity with the Underwriter’s Information.
(b) To the fullest extent
permitted under applicable law, the Underwriter agrees to indemnify and hold harmless the Company, each of the directors of the Company,
each of the officers of the Company who shall have signed the Registration Statement, and each other Person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages
and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses
whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever,
and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement is effected with the written
consent of the Underwriter), insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, at the
time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Regulations, any Preliminary Prospectus, the General
Disclosure Package, the Prospectus, any amendment or supplement to any of them or any Marketing Materials, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such indemnified party for any legal or other expenses reasonably incurred by it in connection
with investigating or defending against such losses, liabilities, claims, damages or expenses (or actions in respect thereof), in each
case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Underwriter’s
Information.
(c) Promptly after receipt
by an indemnified party under subsection (a) or (b) above of notice of any claim or the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying
party from any liability which it may have under this Section 8 to the extent that it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability that such indemnifying party may have otherwise than on account of the
indemnity agreement hereunder). In case any such claim or action is brought against any indemnified party, and it so notifies an indemnifying
party thereof, the indemnifying party will be entitled to participate at its own expense in the defense of such action, and to the extent
it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified
party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided however, that counsel to the
indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding
the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of such indemnified party or parties unless: (i) the employment of such counsel shall
have been authorized in writing by one of the indemnifying parties in connection with the defense of such action; (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of the claim
or the commencement of the action; (iii) the indemnifying party does not diligently defend the action after assumption of the defense;
or (iv) such indemnified party or parties shall have reasonably concluded that a conflict may arise between the positions of the indemnifying
party and the indemnified party, or any of them, in conducting the defense of any such action or there may be legal defenses available
to it or them which are different from or additional to those available to any of the indemnifying parties (in which case the indemnifying
parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which
events such fees and expenses shall be borne by the indemnifying parties and shall be paid as incurred. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) of the indemnified
party or parties unless such separate representations are required under applicable ethics rules that govern the representations of the
indemnified party or parties by such legal counsel. In the case of any separate firm for the Underwriter and such control persons and
affiliates of any Underwriter, such firm shall be designated in writing by the Underwriter. In the case of more than one separate firm
(in addition to any local counsel) for the Company, and such directors, officers and control persons of the Company, such firm shall be
designated in writing by the Company. No indemnifying party shall, without the prior written consent of the indemnified parties, effect
any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation,
action or proceeding in respect of which indemnity or contribution may be or could have been sought by an indemnified party under this
Section 8 or Section 9 hereof (whether or not the indemnified party is an actual or potential party thereto), unless (x)
such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out
of such claim, investigation, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or
any failure to act, by or on behalf of the indemnified party, and (y) the indemnifying party confirms in writing its indemnification obligations
hereunder with respect to such settlement, compromise or judgment.
9. Contribution. In order to provide
for contribution in circumstances in which the indemnification provided for in Section 8 is for any reason held to be unavailable
from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company and the Underwriter shall
contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provision
(including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered
by the Company, any contribution received by the Company from Persons, other than the Underwriter, who may also be liable for contribution,
including Persons who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, officers of the
Company who signed the Registration Statement and directors of the Company), as incurred, to which the Company and one or more of the
Underwriter may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriter on the other hand from the Offering and sale of the Securities or, if such allocation is not permitted by applicable
law, in such proportions as are appropriate to reflect not only the relative benefits referred to above but also the relative fault of
the Company and the Underwriter in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities
or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriter
shall be deemed to be in the same proportion as (x) the total proceeds from the Offering (net of underwriting discount and commission
but before deducting expenses) received by the Company bears to (y) the underwriting discount and commissions received by the Underwriter,
in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company and the Underwriter shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or the Underwriter and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriter
agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation
(even if the Underwriter were treated as one entity for such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 9. The aggregate amount of losses, liabilities, claims, damages
and expenses incurred by an indemnified party and referred to above in this Section 9 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any judicial, regulatory or other legal or governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section
9: (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts applicable to the Securities
underwritten by it and distributed to the public and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section
12(f) of the Act) shall be entitled to contribution from any Person who was not guilty of fraudulent misrepresentation (within the meaning
of Section 12(f) of the Act). For purposes of this Section 9, each Person, if any, who controls an Underwriter within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each Person,
if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company,
subject in each case to clauses (i) and (ii) of the immediately preceding sentence. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution
may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they
may have under this Section 9 or otherwise. As used herein, a “Person” refers to an individual or entity.
10. Survival of Representations and
Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriter contained in this Agreement
or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections
6, 14 and 15, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section
9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or
any controlling Person thereof or by or on behalf of the Company, any of its officers or directors or any controlling Person thereof,
and shall survive delivery of and payment for the Securities to and by the Underwriter. The representations and warranties contained in
Section 2 and Section 5 and the covenants and agreements contained in Sections 4, 6, 8, 9, 14
and 15 shall survive any termination of this Agreement, including termination pursuant to Section 12. For the avoidance
of doubt, in the event of termination the Underwriter will receive only documented out-of-pocket accountable expenses and advisory fee
actually incurred subject to the limit in Section 12(d) below, in compliance with FINRA Rules 5110.
11. [intentionally omitted].
12. Effective Date of Agreement; Termination.
(a) This Agreement shall become
effective upon the later of: (i) receipt by the Underwriter and the Company of notification of the effectiveness of the Registration Statement
or (ii) the execution of this Agreement by all parties hereto. Notwithstanding any termination of this Agreement, the provisions of this
Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force
and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110.
(b) The Underwriter shall
have the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or international
event or act or occurrence has materially disrupted, or in the reasonable opinion of the Underwriter will in the immediate future materially
disrupt, the market for the Company’s securities or securities in general; or (ii) trading on the New York Stock Exchange or the
NASDAQ Stock Market has been suspended or made subject to material limitations, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission,
FINRA or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal
authority or any material disruption in commercial banking or securities settlement or clearance services has occurred; or (iv) (A) there
has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States, Hong Kong, BVI, the Cayman islands
or there is a declaration of a national emergency or war by the United States Hong Kong, BVI, or the Cayman islands or (B) there has been
any other calamity or crisis or any change in political, financial or economic conditions, if the effect of any such event in (A) or (B),
in the reasonable judgment of the Underwriter, is so material and adverse that such event makes it impracticable or inadvisable to proceed
with the offering, sale and delivery of the Firm Shares on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination
pursuant to this Section 12 shall be in writing and delivered in accordance with Section 13.
(d) If this Agreement shall
be terminated pursuant to any of the provisions hereof (other than pursuant to Section 12(b) hereof), or if the sale of the Securities
provided for herein is not consummated because any condition to the obligations of the Underwriter set forth herein is not satisfied or
because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof,
the Company will, subject to demand by the Underwriter, reimburse the Underwriter for only those documented out-of-pocket expenses and
advisory fee (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriter in connection herewith
as allowed under FINRA Rule 5110 less any amounts previously paid by the Company); provided, however, that all such expenses and
fees, including the costs and expenses and fees set forth in Section 6(d) which were actually paid, shall not exceed US$200,000
in the aggregate, including any advances.
13. Notices. All communications
hereunder, except as may be otherwise specifically provided herein, shall be in writing, and:
(a) if sent to the Underwriter,
shall be mailed, delivered, or emailed, to:
Revere Securities LLC
650 Fifth Avenue, 35th Floor
New York, NY 10022
Attention: Dajiang Guo, Senior
Managing Director
Email: dguo@reveresecurities.com
with a copy to Underwriter’s
Counsel at:
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place
Central, Hong Kong SAR
Attention: Lawrence Venick, Esq.
Email: lvenick@loeb.com
(b) if sent to the Company,
shall be mailed, delivered, or emailed, to:
Prestige Wealth Inc.
Suite 5102, 51/F, Cheung Kong
Center
2 Queen’s Road Central,
Hong Kong
Attention: Hongtao Shi, CEO
Email: hs@prestigefh.com
with a copy (which shall
not constitute notice) to:
Hunter Taubman Fischer &
Li LLC
48 Wall Street, Suite 1100
New York, NY 10005
Attn: Ying Li, Esq. and Guillaume
de Sampigny, Esq.
Email: yli@htflawyers.com
and gdesampigny@htflawyers.com
14. Parties; Limitation of Relationship.
This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriter, the Company and the controlling Persons,
directors, officers, employees and agents referred to in Sections 8 and 9 hereof, and their respective successors and assigns,
and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue
of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the parties hereto and such Persons and their respective successors and assigns, and not for the benefit
of any other Person. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities
from the Underwriter.
15. Governing Law. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the conflict of laws
principles thereof. Each of the parties hereto hereby submits to the exclusive jurisdiction of the federal and state courts in the Borough
of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby. Each of the parties hereto irrevocably waives any objection to the laying of
venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the New York Courts,
and irrevocably waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been
brought in an inconvenient forum. The Company irrevocably appoints Cogency Global Inc., 122 East 42nd St 18th Floor, New York, NY 10168
as its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process
may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent
shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit
or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment
of such agent in full force and effect for a period of three years from the date of this Agreement.
16. Entire Agreement. This Agreement,
together with the schedules and annexes attached hereto and as the same may be amended from time to time in accordance with the terms
hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and there are no other or further
agreements outstanding not specifically mentioned herein. This Agreement supersedes any prior agreements or understandings among or between
the parties hereto.
17. Severability. If any term or
provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability
shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
18. Amendment. This Agreement may
only be amended by a written instrument executed by each of the parties hereto.
19. Waiver, etc. The failure of
any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver
of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties
hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against
whom or which enforcement of such waiver may be sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed
or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
20. No Fiduciary Relationship. The
Company hereby acknowledges that the Underwriter is acting solely as Underwriter in connection with the offering of the Company’s
Securities. The Company further acknowledges that the Underwriter is acting pursuant to a contractual relationship created solely by this
Agreement entered into on an arm’s-length basis and in no event do the parties intend that the Underwriter act or be responsible
as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriter
may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof.
The Underwriter hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions
contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement
to that effect. The Company hereby further confirms its understanding that the Underwriter has not assumed an advisory or fiduciary responsibility
in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including, without limitation,
any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent
it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriter agree that they are each
responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed
by the Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the
price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives
and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter with respect to any
breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions.
21. Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or other electronic transmission
shall constitute valid and sufficient delivery thereof.
22. Headings. The headings herein
are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this
Agreement.
23. Time is of the Essence. Time
shall be of the essence of this Agreement. As used herein, the term “Business Day” shall mean any day other than a Saturday,
Sunday or any day on which any of the major U.S. stock exchanges are not open for business.
[Signature Page Follows]
If the foregoing correctly sets forth your understanding,
please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us.
| Very truly yours, |
|
| |
|
| Prestige Wealth Inc. |
|
| |
|
|
| By: |
|
|
| Name: |
Hongtao Shi |
|
| Title: |
Director and Chief Executive Officer |
|
Accepted by the Underwriter,
as of the date first written above:
Revere Securities LLC
| By: |
|
|
| Name: |
Dajiang Guo |
|
| Title: |
Senior Managing Director, Head of Investment Banking |
|
[Signature Page to Underwriting Agreement]
SCHEDULE A
| Underwriters | |
Closing Securities | | |
Closing Purchase Price | |
| Revere Securities LLC | |
| | | |
US$ | [●] | |
| | |
| | | |
US$ | [●] | |
| Total | |
| | | |
US$ | [●] | |
SCHEDULE B
Lock-Up Parties
Prestige Wealth Inc.
Hongtao Shi
Chi Tak Sze
Ngat Wong
H. David Sherman
Adam (Xin) He
Junlin Bai
SCHEDULE C
Free Writing Prospectuses
Annex I
Lock-Up Agreement
[●], 202_
Revere Securities LLC
650 Fifth Avenue, 35th Floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned understands
that Revere Securities LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Prestige Wealth Inc., an exempted company incorporated in the Cayman Islands (the “Company”),
providing for the initial public offering in the United States (the “Initial Public Offering”) of a certain number
of the Company’s Ordinary Shares, par value US$0.000625 per share (the “Ordinary Shares” or the “Securities”).
For purposes of this letter agreement, “Shares” shall mean shares of the Company’s Ordinary Shares.
To induce the Underwriter
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending three (3) months from the date
of commencement of sales of the Initial Public Offering (the “Lock-Up Period”), (1) offer, pledge, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities
convertible into or exercisable or exchangeable for or represent the right to receive Shares, whether now owned or hereafter acquired
by the undersigned (collectively, the “Lock-Up Securities”); (2) enter into any swap or other agreement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction
described in clause (1) above or this clause (2) is to be settled by delivery of Shares or such other securities, in cash or otherwise;
(3) make any written demand for or exercise any right with respect to the registration of any Shares or any security convertible into
or exercisable or exchangeable for Shares; or (4) publicly disclose the intention to do any of the foregoing.
Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter
in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Initial
Public Offering; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for
the benefit of the undersigned and/or one or more family members (for purposes of this lock-up agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity
or educational institution or other not-for-profit organization; (d) if the undersigned, directly or indirectly, controls a corporation,
partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any such corporation, partnership,
limited liability company or other business entity, or any shareholder, partner or member of, or owner of similar equity interests in,
the same, as the case may be; (e) a sale or surrender to the Company of any options or Shares of the Company underlying options in order
to pay the exercise price or taxes associated with the exercise of options or (f) transfers or distributions pursuant to any bona fide
third-party tender offer, merger, acquisition, consolidation or other similar transaction made to all holders of the Company’s Shares
involving a Change of Control of the Company, provided that in the event that such tender offer, merger, acquisition, consolidation or
other such transaction is not completed, the Lock-Up Securities held by the undersigned shall remain subject to the provisions of this
lock-up agreement; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer
shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially
in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended
shall be required or shall be voluntarily made (collectively, “Permitted Transfers”). For purposes of this paragraph,
the term “Change of Control” shall mean any transaction or series of related transactions pursuant to which any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting
power of the Shares of the Company on a fully diluted basis. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with this lock-up agreement.
The undersigned agrees that,
prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement (for the avoidance
of doubt, excluding any transaction or other action in connection with a Permitted Transfer) during the period from the date hereof to
the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such
transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired.
The undersigned agrees that
(i) the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the
undersigned may purchase in the Initial Public Offering, (ii) at least three (3) business days before the effective date of any release
or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Underwriter will notify the Company of
the impending release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only
be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if
(a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration or in connection with any
other Permitted Transfer and (b) the transferee has agreed in writing to be bound by a lock-up agreement substantially in the form of
this lock-up agreement.
No provision in this agreement
shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable
for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise,
exchange or conversion during the Lock-Up Period, unless in connection with a Permitted Transfer or in a transfer otherwise permitted
pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into
or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such
a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period).
The undersigned understands
that the Company and the Underwriter are relying upon this lock-up agreement in proceeding toward consummation of the Initial Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
successors and assigns.
The undersigned understands
that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this
lock-up agreement shall be void and of no further force or effect.
Whether or not the Initial
Public Offering actually occurs depends on a number of factors, including market conditions. The Initial Public Offering will only be
made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter.
This lock-up agreement shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws principles
thereof. Delivery of a signed copy of this lock-up agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery
of the original hereof.
[SIGNATURE PAGE TO FOLLOW]
| Very truly yours, |
|
| |
|
|
| |
|
| (Signature) |
|
|
| |
|
|
| Address: |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
Annex II
Lock-Up Agreement
[●], 202_
Revere Securities LLC
650 Fifth Avenue, 35th Floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned understands
that Revere Securities LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Prestige Wealth Inc., an exempted company incorporated in the Cayman Islands (the “Company”),
providing for the initial public offering in the United States (the “Initial Public Offering”) of a certain number
of the Company’s Ordinary Shares, par value US$0.000625 per share (the “Ordinary Shares” or the “Securities”).
For purposes of this letter agreement, “Shares” shall mean shares of the Company’s Ordinary Shares.
To induce the Underwriter
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending six (6) months from the date
of commencement of sales of the Initial Public Offering (the “Lock-Up Period”), (1) offer, pledge, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities
convertible into or exercisable or exchangeable for or represent the right to receive Shares, whether now owned or hereafter acquired
by the undersigned (collectively, the “Lock-Up Securities”); (2) enter into any swap or other agreement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction
described in clause (1) above or this clause (2) is to be settled by delivery of Shares or such other securities, in cash or otherwise;
(3) make any written demand for or exercise any right with respect to the registration of any Shares or any security convertible into
or exercisable or exchangeable for Shares; or (4) publicly disclose the intention to do any of the foregoing.
Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter
in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Initial
Public Offering; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for
the benefit of the undersigned and/or one or more family members (for purposes of this lock-up agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity
or educational institution or other not-for-profit organization; (d) if the undersigned, directly or indirectly, controls a corporation,
partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any such corporation, partnership,
limited liability company or other business entity, or any shareholder, partner or member of, or owner of similar equity interests in,
the same, as the case may be; (e) a sale or surrender to the Company of any options or Shares of the Company underlying options in order
to pay the exercise price or taxes associated with the exercise of options or (f) transfers or distributions pursuant to any bona fide
third-party tender offer, merger, acquisition, consolidation or other similar transaction made to all holders of the Company’s Shares
involving a Change of Control of the Company, provided that in the event that such tender offer, merger, acquisition, consolidation or
other such transaction is not completed, the Lock-Up Securities held by the undersigned shall remain subject to the provisions of this
lock-up agreement; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer
shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially
in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended
shall be required or shall be voluntarily made (collectively, “Permitted Transfers”). For purposes of this paragraph,
the term “Change of Control” shall mean any transaction or series of related transactions pursuant to which any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting
power of the Shares of the Company on a fully diluted basis. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with this lock-up agreement.
The undersigned agrees that,
prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement (for the avoidance
of doubt, excluding any transaction or other action in connection with a Permitted Transfer) during the period from the date hereof to
the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such
transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired.
The undersigned agrees that
(i) the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the
undersigned may purchase in the Initial Public Offering, (ii) at least three (3) business days before the effective date of any release
or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Underwriter will notify the Company of
the impending release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only
be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if
(a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration or in connection with any
other Permitted Transfer and (b) the transferee has agreed in writing to be bound by a lock-up agreement substantially in the form of
this lock-up agreement.
No provision in this agreement
shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable
for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise,
exchange or conversion during the Lock-Up Period, unless in connection with a Permitted Transfer or in a transfer otherwise permitted
pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into
or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such
a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period).
The undersigned understands
that the Company and the Underwriter are relying upon this lock-up agreement in proceeding toward consummation of the Initial Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
successors and assigns.
The undersigned understands
that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this
lock-up agreement shall be void and of no further force or effect.
Whether or not the Initial
Public Offering actually occurs depends on a number of factors, including market conditions. The Initial Public Offering will only be
made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter.
This lock-up agreement shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws principles
thereof. Delivery of a signed copy of this lock-up agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery
of the original hereof.
[SIGNATURE PAGE TO FOLLOW]
| Very truly yours, |
|
| |
|
|
| |
|
| (Signature) |
|
|
| |
|
|
| Address: |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
