Exhibit 1.1
EXECUTION COPY
UNDERWRITING AGREEMENT
between
CCSC TECHNOLOGY INTERNATIONAL HOLDINGS LIMITED
(the “Company”)
and
REVERE SECURITIES, LLC
(the “Representative”)
CCSC TECHNOLOGY INTERNATIONAL HOLDINGS LIMITED
UNDERWRITING AGREEMENT
January 17, 2024
Revere Securities, LLC
650 Fifth Avenue, 35th Floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned, CCSC Technology
International Holdings Limited, a holding company incorporated under the laws of the Cayman Islands (the “Company”),
hereby confirms its agreement (this “Agreement”) with Revere Securities, LLC (the “Representative”),
and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative
and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”)
as follows:
| 1. | Purchase and Sale of Shares. |
1.1.1. Purchase
of Firm Shares. On the basis of the representations and warranties herein contained, upon the terms and subject to the conditions
herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree
to purchase from the Company, severally and not jointly, an aggregate of 1,375,000 ordinary shares (individually a “Firm share”
and collectively, the “Firm Shares”) of the Company, par value $(U.S).0005 per share (the “Ordinary Shares”)
as set forth opposite their respective names on Schedule 1 hereto, at a purchase price (net of discounts and commissions) of $3.70
per Firm Share, being equal to 92.5% of the public offering price of the Firm Shares. The Firm Shares are to be offered initially to the
public at the offering price of $4.00, as set forth on the cover page of the Prospectus (as defined in Section 2.1 hereof).
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Shares shall be made at 10:00 a.m., New York City time, on the second (2nd) Business
Day (as defined below) following the effective date (the “Effective Date”) of the Registration Statement (as defined
in Section 2.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective
after 4:00 p.m., New York City time), or at such other time as shall be agreed upon by the Representative and the Company, at the offices
of Becker & Poliakoff LLP,(the “Representative’s Counsel”), or at such other place (or remotely by facsimile or
other electronic transmission) as shall be agreed upon by the Representative and the Company. The date of delivery and payment for the
Firm Shares is called the “Closing Date.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer
in federal (same day) funds, payable to the order of the Company upon delivery to the Representative of certificates (in form and substance
satisfactory to the Representative) representing the Firm Shares (or through the full, fast transfer facilities of The Depository Trust
Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and
in such authorized denominations as the Representative 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 Representative for all of the
Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or any other
day on which commercial banks in The City of New York, New York, are authorized or required by law to remain closed; provided, however,
that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental authority, so long as the electronic funds transfer systems
(including for wire transfers) of commercial banks in The City of New York, New York, are generally open for use by customers on such
day.
1.2. Over-Allotment Option.
1.2.1. Option
Shares. For the purpose only of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the
Company hereby grants to the Underwriters an option to purchase up to 206,250 additional Ordinary Shares, representing fifteen percent
(15%) of the total number of Ordinary Shares offered in the offering (the “Option Shares”), from the Company (the “Over-Allotment
Option”). The Option Shares shall be purchased for the account of each of the several Underwriters in the same proportion as
the number of Firm Shares, set forth opposite such Underwriter’s name on hereto, bears to relative to the total number of Firm Shares
(subject to adjustment by the Representative to eliminate fractions). No Option Shares shall be sold or delivered unless the Firm Shares
previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Shares, or any portion thereof, may
be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by
the Representative to the Company. The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth
in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.”
The offering and sale of the Public Securities is herein referred to as the “Offering.”
1.2.2. Exercise
of Option. The Over-Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at
any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters shall not be under
any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option. The Over-Allotment Option granted hereby
shall be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed by electronic mail setting
forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option
Closing Date”), which shall not be later than five (5) full Business Days after the date of the electronic confirmation notice
or such other time as shall be agreed upon by the Company and the Representative, at the offices of Becker & Poliakoff LLP or at such
other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative.
If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in
the notice. Upon exercise of the Over-Allotment Option with respect to all or any portion of the Option Shares, subject to the terms and
conditions set forth herein, the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such
notice and, subject to the terms and conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase the
number of Option Shares specified in such notice.
1.2.3. Payment
and Delivery. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in federal (same day) funds,
payable to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative)
representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered
in such name or names and in such authorized denominations as the Representative 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 Option Shares except upon tender of payment
by the Representative for applicable Option Shares.
1.3 Advisory
Fee. The Company previously paid the Representative an initial advisory fee of $40,000 upon execution of the engagement letter between
the Company and the Representative dated June 7, 2023. The Company will pay to the Representative an additional advisory fee of $30,000
upon the closing of the Offering.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below),
as of the Closing Date and as of the Option Closing Date, if any, as follows:
| 2.1. | Filing of Registration Statement. |
Pursuant to the Securities
Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement,
and any amendment or amendments thereto, on Form F-1 (File No. 333-270741), including any related prospectus or prospectuses, for the
registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration
statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act and
the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). The conditions
for use of Form F-1, as set forth in the General Instructions to such Form, to register the Public Securities under the Securities Act
have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission
at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement,
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 Rule 430A of the Securities Act Regulations (the “Rule 430A
Information”)), is referred to herein as the “Registration Statement.” If the Company files any registration
statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement”
shall include such registration statement filed pursuant to Rule 462(b). On January 17, 2024, the Company also filed with the Commission
a Registration Statement on Form F-1 (MEF) (File No. 333-276545) for the sole purpose of increasing the offering amount. The additional
securities that are being registered for sale are in an amount that represents no more than 20% of the maximum aggregate principal amount
set forth in the Registration Statement filed on March 22, 2023. This Registration Statement was filed pursuant to Rule 462(b) and General
Instruction V to Form F-1, both promulgated under the Securities Act.
Each prospectus used prior
to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such
effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.”
The Preliminary Prospectus, subject to completion, dated November 30, 2023, 2023, that was included in the Registration Statement immediately
prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The prospectus, in the form in which it
is to be filed with the Commission pursuant to Rule 424(b), or, if the prospectus is not to be filed with the Commission pursuant to Rule
424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective,
is hereinafter referred to as the “Prospectus.” Any reference to the “most recent Preliminary Prospectus”
shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.
“Applicable Time” means 5:00
p.m., New York City, New York, time, on the date of this Agreement.
“Company’s knowledge”
means the actual knowledge of the executive officers of the Company after due inquiry.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the
Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the Company, (ii)
a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed
with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of
the Public Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed
with the Commission or, if not required to be filed, the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use
Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433(h)(5) under the Securities Act (the “Bona
Fide Electronic Road Show”)), as evidenced by its being specified in Schedule 3-B hereto.
“Pricing Disclosure
Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus
and the information included on Schedule 3-B hereto, all considered together.
2.1.1. Pursuant to the
Exchange Act. The Company has filed with the Commission a Form 8-A (File No. 001-41919) providing for the registration pursuant
to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Ordinary Shares.
The registration of the Ordinary Shares under the Exchange Act has been declared effective by the Commission on or prior to the date
hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares
under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.
2.2. Stock
Exchange Listing. The Ordinary Shares have been approved for listing on The Nasdaq Capital Market (the “Exchange”),
subject only to official notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, delisting
the Ordinary Shares from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such
listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.3. No
Stop Orders, etc. Neither the Commission nor any state regulatory authority has issued any order preventing or suspending the use
of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s knowledge, threatened
to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission for
additional information.
2.4. Disclosures
in Registration Statement.
2.4.1. Compliance
with Securities Act and 10b-5 Representation.
(i) At
the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement)
and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Preliminary
Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the
Securities Act and the Securities Act Regulations, and did or will, in all material respects, conform to the requirements of the Securities
Act and the Securities Act Regulations. Each of 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 Securities Act and the Securities Act Regulations. Each Preliminary
Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement
thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of
the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection
with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to the Commission’s EDGAR filing system (“EDGAR”).
(ii) Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any
Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(iii) The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date and at any Option Closing Date (if any), did not, does not
and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus
does not conflict in any material respect with the information contained in the Registration Statement, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together
with the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and
in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use
in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge
and agree that such information provided by or on behalf of any Underwriter consists solely of the following (i) the name of the Underwriters
contained on the cover page of the Prospectus and (ii) the “Underwriting” section of the Prospectus (the “Underwriters’
Information”).
(iv) Neither
the Prospectus nor any amendment or supplement thereto, as of its date, at the time of any filing with the Commission pursuant to Rule
424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an untrue statement of a material fact or
omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriters’
Information.
2.4.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents
required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described
or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it or any
of its properties is or may be bound or affected and that is (i) referred to in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, or (ii) material to the Company’s business, has been duly authorized and validly executed by the Company, is
in full force and effect in all material respects and constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y)
as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned
by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder
except for such defaults that would not reasonably be expected to result in a Material Adverse Change (as defined in Section 2.5.1 below).
To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result
in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental or regulatory agency, authority,
body, entity or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental
Entity”), including, without limitation, those relating to environmental laws and regulations.
2.4.3. 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,
the Pricing Disclosure Package and the Preliminary Prospectus.
2.4.4. Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of material applicable
federal, state, local and any applicable foreign laws, rules and regulations relating to the Offering and the Company’s business
as currently conducted or contemplated are correct and complete in all material respects and no other such laws, rules or regulations
are required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus which are not so disclosed.
2.4.5. No
Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute
any offering material in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus
and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.
2.5. Changes
After Dates in Registration Statement.
2.5.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the condition,
financial or otherwise, results of operations, business, assets or prospects of the Company and its Subsidiaries (as defined below) taken
as a whole, nor, to the Company’s knowledge, any change or development that, individually or in the aggregate, would have a material
adverse effect on the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its
Subsidiaries taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered
into by the Company or its Subsidiaries, other than as contemplated pursuant to this Agreement; and (iii) no executive officer or director
of the Company has resigned from any position with the Company.
2.5.2. Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability
or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in
respect to its capital stock.
2.6. Disclosures in Commission Filings. None of the Company’s filings with, or
other documents furnished to, the Commission contained any untrue statement of a material fact or omitted 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; provided, however,
that this representation and warranty shall not apply to the Underwriters’ Information. The Company has made all filings with the
Commission required under the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange
Act Regulations”).
2.7. Independent
Accountants. Marcum Asia CPAs LLP, the Company’s auditors (the “Auditor”), as successor to Friedman LLP ,
effective September 1, 2022, whose report is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package
and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations
and the Public Company Accounting Oversight Board (“PCAOB”), including the rules and regulations promulgated by such
entity. To the Company’s knowledge, after reasonable inquiry, the Auditor is currently registered and in good standing with the
PCAOB. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, provided to the Company any non-audit services, within the meaning of such term in Section 10A(g)
of the Exchange Act.
2.8. Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial condition, the results of operations and the
cash flows of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America (“GAAP”), consistently applied throughout
the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected
to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules, if any, included in
the Registration Statement present fairly the information required to be stated therein. Except as included therein, no other historical
or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Disclosure
Package or the Prospectus under the Securities Act or the Securities Act Regulations. The “as adjusted” financial information
and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly
compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present
fairly the information shown therein, and, in the judgment of the Company, the assumptions used in the preparation thereof are reasonable
and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures
contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures”
(as such term is defined by the rules and regulations of the Commission), if any, materially comply with Regulation G of the Exchange
Act and Item 10(e) of Regulation S-K of the Securities Act, to the extent applicable. The Registration Statement, the Pricing Disclosure
Package and the Prospectus disclose 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, results of operations, liquidity, capital expenditures, capital resources, or significant
components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(a) since the date of the last balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
neither the Company nor any of its direct or indirect subsidiaries, including each entity disclosed or described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively,
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 capital stock, (c) there has not been any change in the capital stock of the Company or any
of its Subsidiaries, or, other than in the ordinary course of business, 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. The Company represents that it has no direct
or indirect Subsidiaries other than those listed in Exhibit 21.1 to the Registration Statement.
2.9. Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date or on the Option
Closing Date, as the case may be, the adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration
Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date
and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized,
but unissued Ordinary Shares of the Company or any security convertible into any class of Ordinary Shares of the Company, or any contracts
or commitments to issue or sell any class of Ordinary Shares or any such options, warrants, rights or convertible securities.
2.10. Valid
Issuance of Securities, etc.
2.10.1. 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; except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, the holders thereof have no contractual rights of rescission or the ability to require
the Company to repurchase such securities, 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, rights of first refusal or rights of participation of any holders of any
security of the Company or similar contractual rights granted by the Company. The authorized Ordinary Shares conform in all material respects
to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Prior to
the date hereof, all offers and sales of the outstanding Ordinary Shares, options, warrants and other rights to purchase or exchange such
securities for the Ordinary Shares were at all relevant times either registered under the Securities Act and the applicable state securities
or “blue sky” laws or based in part on the representations and warranties of the purchasers of such Ordinary Shares, or were
sold to non-U.S. residents outside of the United States and exempt from such registration requirements. The description of the Company’s
stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, accurately and fairly present, in all material respects, the
information required to be shown with respect to such plans, arrangements, options and rights.
2.10.2. Securities
Sold Pursuant to this Agreement. The Public Securities have been duly authorized for issuance and sale and, when issued and paid for,
will be validly issued, fully paid and non-assessable; the Public 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 Public Securities has been duly and validly taken.
2.11. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no
holders of any securities of the Company or any options, warrants, rights or other securities 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 Securities
Act or to include any such securities in the Registration Statement or any other registration statement to be filed by the Company.
2.12. Validity
and Binding Effect of Agreement. This Agreement has been duly and validly authorized by the Company, and, when executed and delivered
by the Company, will constitute, the legal valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms, except in each case: (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 the 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 the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.13. No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all other documents ancillary hereto
and thereto, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with
the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in any
violation of the provisions of the Company’s Memorandum and Articles of Association; (ii) result in a breach or violation of, or
conflict with any of the terms and provisions of, or constitute a 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 indenture, mortgage,
deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the
Company is subject; or (iii) violate any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of
the date hereof, except, in the case of (ii) or (iii), for those breaches, violations or conflicts which (individually or in the aggregate)
would not have or reasonably be expected to result in a Material Adverse Change.
2.14. No
Defaults; Violations. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no default
exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of
trust, note, loan or credit agreement, or any other 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 may be bound or to which any of the properties
or assets of the Company is subject, except, in each case, for those defaults which (individually or in the aggregate) would not have
or reasonably be expected to result in a Material Adverse Change. The Company is not in violation of any franchise, license, permit, applicable
law, rule, regulation, judgment, order or decree of any Governmental Entity, except, in each case, for those violations which (individually
and in the aggregate) would not have or reasonably be expected to result in a Material Adverse Change.
2.15. Corporate
Power; Licenses; Consents.
2.15.1. Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has
all requisite corporate power and authority, and has all necessary consents, authorizations, approvals, licenses, certificates, clearances,
permits and orders and supplements and amendments thereto (collectively, “Authorizations”) of and from all Governmental
Entities required as of the date hereof for the Company to conduct its business as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except, in each case, where the failure to have such Authorizations (individually or in the aggregate)
would not have or reasonably be expected to result in a Material Adverse Change.
2.15.2. 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 Authorizations required in connection therewith have been obtained. No Authorization of, and
no filing with, any Governmental Entity, or another body is required for the valid issuance, sale and delivery of the Public Securities
and the consummation of the transactions contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except with respect to applicable federal and state securities or blue-sky laws, the rules of The
Nasdaq Stock Market, LLC and the rules and regulations of FINRA.
2.16. D&O
Questionnaires. All information contained in the questionnaires (the “Questionnaires”) completed by each of the
Company’s directors and officers prior to the Offering (the “Insiders”) as supplemented by all information concerning
the Company’s directors and officers set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus
provided to the Representative and its counsel, is, to the knowledge of the Company, true and correct and the Company has not become aware
of any information which would cause the information disclosed in the Questionnaires to become inaccurate, incorrect or incomplete.
2.17. Litigation;
Governmental Proceedings. 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 which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange, and is required
to be disclosed therein.
2.18. Good
Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of
the Cayman Islands, as of the date hereof. The Company is duly qualified to do business and is in good standing as a foreign corporation
in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except
where the failure to be so qualified or in good standing, individually or in the aggregate, would not have or reasonably be expected to
result in a Material Adverse Change.
2.19. Insurance.
On the Closing Date the Company will carry or will be entitled to the benefits of insurance (including, without limitation, directors’
and officers’ insurance), with reputable insurers, in such amounts and covering such risks which the Company believes are adequate,
and all such insurance is in full force and effect, except for directors’ and officers’ liability insurance which the Company
will obtain within a reasonable time subsequent to the Closing and except where the failure to maintain such insurance would not have
or reasonably be expected to result in Material Adverse Change. The Company has no reason to believe that it will not be able (i) to renew
its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may
be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in
a Material Adverse Change.
2.20 Transactions
Affecting Disclosure to FINRA.
2.20.1. Finder’s
Fees. Except as described in the Registration Statement, the Pricing Disclosure Package 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,
to the Company’s knowledge, any Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements
or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’
compensation, as determined by FINRA.
2.20.2. Payments
Within Twelve (12) Months. Except as disclosed in writing to the Representative or as described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments in connection with the Offering
(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) any FINRA
member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve
(12) months prior to the Effective Date, other than the payment to the Underwriters as provided hereunder in connection with the Offering.
2.20.3. 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,
except as specifically authorized herein.
2.20.4. FINRA
Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 10% or
more of any class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s
unregistered equity securities, who acquired any equity securities of the Company during the 180-day period immediately preceding the
filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined
in accordance with the rules and regulations of FINRA).
2.20.5. Information.
All information provided by the Company in its FINRA questionnaire to counsel to the Underwriters specifically for use in connection with
its public offering system (“Public Offering System”) filings (and related disclosure) with FINRA is true, correct
and complete in all material respects.
2.21. Foreign
Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company or any of its Subsidiaries or any other person acting on behalf of the Company or any of its Subsidiaries,
has, directly or indirectly, 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 Entity (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 (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding,
(ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect
the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its accounting controls
and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977,
as amended.
2.22. Compliance
with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or
affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, 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.
2.23 Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance
in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended, the Canadian Criminal Code and the Proceeds of
Crime (Money Laundering) and Terrorist Financing Act and the rules and regulations thereunder and any related or similar money laundering
statutes, rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect
to Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
2.24 Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to counsel
to the Underwriters on the Closing Date or on the Option Closing Date shall be deemed a representation and warranty by the Company to
the Underwriters as to the matters covered thereby.
2.25. Lock-Up
Agreements. Schedule 4 hereto contains a complete and accurate list of the Company’s officers, directors and each owner
of 5% or more of the Company’s outstanding Ordinary Shares (or securities convertible, exchangeable or exercisable into Ordinary
Shares) (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the
Representative an executed Lock-Up Agreement, substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”),
prior to the execution of this Agreement.
2.26. Subsidiaries.
Each of the direct and indirect Subsidiaries of the Company is duly organized or incorporated as applicable and in good standing under
the laws of its place of organization or incorporation. 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 have a Material
Adverse Change on the assets, business or operations of the Company and its Subsidiaries taken as a whole. The Company’s ownership
and control of each Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.27. Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required
to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.
2.28. Board
of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus
and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition
of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder
(the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member of
the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term
is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the
Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
2.29. Sarbanes-Oxley
Compliance. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective
as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as
of the date hereof and as of the Closing Date and the Option Closing Date.
2.29.1. Reserved
2.29.2. Reserved
2.30. Accounting
Controls. The Company and its Subsidiaries are in the process of establishing systems of “internal control over financial
reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that will comply in all material respects
with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive
and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as disclosed in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in
its internal controls. The Auditor and the Audit Committee of the Board of Directors of the Company have been advised of:
(i) all
significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known
to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability
to record, process, summarize and report financial information; and
(ii) any
fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant
role in the Company’s internal controls over financial reporting.
2.31. No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the net proceeds thereof
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an
“investment company,” as defined in the Investment Company Act of 1940, as amended.
2.32. No
Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,
is threatened. The Company is not aware that any key employee or significant group of employees of the Company plans to terminate employment
with the Company.
2.33. Intellectual
Property Rights. 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 Rights”) described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus and necessary for the conduct of the business of the Company and each of its Subsidiaries as currently carried
on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company
and except as may be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no action or use by the
Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration
Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property
Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict
with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties
of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened
action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and
the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate,
together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual
Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have
not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual
Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually
or in the aggregate, together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change;
(D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company
infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has
not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any
such claim that would, individually or in the aggregate, together with any other claims referred to in this Section 2.33, reasonably be
expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever
been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement,
non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer
where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee
while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change.
To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented
has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual
Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus and are not described therein. To the knowledge of the Company, none of the technology employed by the Company
has been obtained or is knowingly being used by the Company in violation of any contractual obligation binding on the Company or, to the
Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.
2.34. Taxes.
Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Change,
each of the Company and its Subsidiaries has: (i) 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; and (ii) paid all taxes (as hereinafter defined)
shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or any of its Subsidiaries.
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, and for all periods to and including the dates of such consolidated financial
statements. Except as disclosed in the Registration Statement and the Prospectus, (i) no 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. There are no tax liens against the assets, properties or business of the Company or its Subsidiaries other than liens
for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which reserves in accordance with GAAP
have been established in the Company’s books and records. The term “taxes” means 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 in respect to taxes.
2.35. ERISA
Compliance. The Company is not incorporated in the United States, has no U.S. employees and is not subject to the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”).
2.36. Compliance
with Laws. Each of the Company and each Subsidiary: (A) is and at all times has been in compliance with all statutes, rules, or regulations
applicable to the business of the Company as currently conducted (“Applicable Laws”), except as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter or other correspondence
or notice from any Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (C) possesses
all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term
of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action from any Governmental Entity or third party alleging that any activity conducted by the Company is in violation of any
Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third party is considering any such claim,
litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any Governmental Entity has taken,
is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental
Entity is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that
all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and
correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).
2.37. Emerging
Growth Company. From the time of the initial submission of the Registration Statement to the Commission (or, if earlier, the first
date on which the Company engaged directly in or through any person authorized to act on its behalf in any Testing-the-Waters Communication)
through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities
Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written
communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. The Company has not (i) alone engaged
in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the written consent of the Representative
and with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that
are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) authorized anyone other than the Representative
to engage in Testing-the-Waters Communications. The Company confirms that the Representative has been authorized to act on its behalf
in undertaking Testing-the-Waters Communications.
2.38. Environmental
Laws. The Company is in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment,
storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable
to their businesses (“Environmental Laws”), except where the failure to comply would not, singularly or in the aggregate,
result in a Material Adverse Change. There has been no storage, generation, transportation, handling, treatment, disposal, discharge,
emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company (or,
to the Company’s knowledge, any other entity for whose acts or omissions the Company is or may otherwise be liable) upon any of
the property now or previously owned or leased by the Company, in violation of any law, statute, ordinance, rule, regulation, order, judgment,
decree or permit or which would, under any law, statute, ordinance, rule (including rule of Ordinary law), regulation, order, judgment,
decree or permit, give rise to any liability, except for any violation or liability which would not have, singularly or in the aggregate
with all such violations and liabilities, a Material Adverse Change; and there has been no disposal, discharge, emission or other release
of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances
with respect to which the Company has knowledge, except for any such disposal, discharge, emission, or other release of any kind which
would not have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Change.
2.39. Title
to Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and
its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or
personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear
of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value
of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries;
and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under
which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim
of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or
subleased premises under any such lease or sublease.
2.40. Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of
its affiliates (as such term is defined in Rule 405 under the Securities Act) and any unconsolidated entity, including, but not limited
to, any structured finance, special purpose or limited purpose entity, that could reasonably be expected to materially affect the Company’s
or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described or incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated
by reference as required.
2.41. Loans
to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course
of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directors
of the Company, its Subsidiaries, or any of their respective family members, except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
2.42. Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the Effective Date and at the
time of any amendment thereto, at the earliest time thereafter that the Company or the Underwriter made a bona fide offer (within the
meaning of Rule 164(h)(2) under the Securities Act) of the Public Securities and at the Effective Date, the Company was not and is not
an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to
Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.43.
[RESERVED].
2.44. Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the
Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent
the Company’s good faith estimates that are made on the basis of data derived from such sources.
2.45. Electronic
Road Show. If the Company makes available a Bona Fide Electronic Road Show, it shall be in compliance with Rule 433(d)(8)(ii) of the
Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations)
is required in connection with the Offering.
2.46. Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Ordinary
Shares to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.47. Dividends
and Distributions. Except as disclosed in the Pricing Disclosure Package, 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.
2.48. Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.
2.49. Integration.
Neither the Company nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated
with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under
the Securities Act.
2.50. Confidentiality
and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company or any Subsidiary
is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer (other than
the Company) or prior employer that could materially affect his or her ability to be and act in his or her respective capacity of the
Company or such Subsidiary or reasonably be expected to result in a Material Adverse Change.
2.51. Corporate
Records. The minute books of the Company have been made available to the Representative and counsel to the Underwriters and such books
(i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and shareholders of
the Company, and (ii) reflect all material transactions referred to in such minutes.
2.52. Diligence
Materials. The Company has provided to the Representative and counsel to the Underwriters all materials required or necessary to respond
in all material respects to the diligence request submitted to the Company or its counsel by the Representative.
2.53. Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result
in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Public Securities.
2.54. 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, BVI, Netherlands, the PRC, 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.
2.55. 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.
2.56. Scheme
or Arrangement with Shareholders. Neither the Company nor any of its affiliate is a party to any scheme or arrangement through which
shareholders or potential shareholders are being loaned, given or otherwise having money made available for the purchase of shares whether
before, in or after the Offering. Neither the Company nor any of its affiliate is aware of any such scheme or arrangement, regardless
of whether it is a party to a formal agreement.
2.57. Representations
and Warranties related to the People’s Republic of China (“PRC”).
(i) Organization.
The Company’s subsidiaries in the PRC as described in the Registration Statement are duly organized under the laws of the PRC and
possess all necessary business licenses, approvals, permits or other authorizations.
(ii) Compliance
with SAFE Regulations. The Company has taken all reasonable steps to cause all of the Company’s shareholders who are residents or
citizens of the PRC to comply with any applicable rules and regulations of the State Administration of Foreign Exchange (“SAFE”)
relating to such shareholders’ shareholding with the Company (the “SAFE Rules and Regulations”), including, without
limitation, taking reasonable steps to require each shareholder that is, or is directly or indirectly owned or controlled by, a resident
or citizen of the PRC to complete any registration and other procedures required under applicable SAFE Rules and Regulations.
(iii) M&A
and CSRC Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises
by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the
State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006 and amended on June 22,
2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special
purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly
by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on
a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from
its PRC counsel and based on such legal advice, the Company confirms with the Underwriters:
(A) Except as disclosed
in the Registration Statement, the Disclosure Materials, and the Prospectus, the issuance and sale of the Securities, the listing and
trading of the Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not
and will not be, as of the date hereof or on the Closing Date or on any Additional Closing Date, affected by the M&A Rules or any
official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including
the guidance and notices issued by the CSRC on September 8 and September 21, 2006, as amended (collectively, the “M&A Rules
and Related Clarifications”).
(B) Except as disclosed
in the Registration Statement, the Disclosure Materials, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications
did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Firm Shares, the listing
and trading of the on Nasdaq, or the consummation of the transactions contemplated by this Agreement.
(iv) Securities
Offering and Listing Rules. For the purposes of this Agreement, “CAC” means the Cyberspace Administration of China;
“CSRC” means the China Securities Regulatory Commission; “CSRC Archive Rules” means the Provisions
on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (关于加强境内企业境外发行证券和上市相关保密和档案管理工作的规定)
issued by the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection of the PRC, and National Archives
Administration of the PRC (effective from March 31, 2023), as amended, supplemented or otherwise modified from time to time; “CSRC
Filing Rules” means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (境内企业境外发行证券和上市管理试行办法)
and supporting guidelines issued by the CSRC (effective from March 31, 2023), as amended, supplemented or otherwise modified from time
to time; “CSRC Filings”
means any letters, filings, correspondences, communications, documents, responses, undertakings and submissions in any form, including
any amendments, supplements and/or modifications thereof, made or to be made to the CSRC, relating to or in connection with the offering
pursuant to the CSRC Filing Rules and other applicable rules and requirements of the CSRC; “CSRC Rules” means the CSRC
Filing Rules and the CSRC Archive Rules; “Revised Cybersecurity Review Measures” means the Cybersecurity Review Measures,
effective from February 15, 2022, promulgated by the CAC, together with certain other PRC governmental authorities (《网络安全审查办法》).
(A)
Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company has complied with all requirements
and timely submitted all requisite filings in connection with the offering of the Ordinary Shares with the CSRC pursuant to the CSRC Rules
and all applicable Laws, and the Company has not received any notice of rejection, withdrawal or revocation from the CSRC in connection
with such CSRC Filings. Each of the CSRC Filings made by the Company or by directors and officers of the Company on behalf of the Company
is in compliance with the disclosure requirements pursuant to the CSRC Filing Rules;
(B)
Each of the CSRC Filings as of the time when it was made was complete, true and accurate and not misleading in any respect, and did not
omit any information which would make the statements made therein, misleading in any respect;
(C)
The Company represents and warrants to the Underwriters that the Offering or the listing of the Company’s Ordinary Shares on the
Nasdaq Capital Market has fully complied with the requirements of the CSRC Rules.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative
shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
The Company, subject to Section 3.2.2, shall comply in all material respects with the requirements of Rule 430A of the Securities Act
Regulations, and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to
the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of its
receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public Securities for offering or
sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant
to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the Offering of the Public Securities .The Company shall effect all filings
required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b), and shall
take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use
its commercially reasonable efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued,
to obtain the lifting thereof at the earliest possible moment.
3.2.2. Continued
Compliance. The Company shall comply in all material respects with the Securities Act, the Securities Act Regulations, the Exchange
Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this
Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating
to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”),
would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of counsel to the Company or to the underwriters; to (i) amend the Registration
Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure
Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the
light of the circumstances existing at the time it is delivered to a purchaser; or (iii) amend the Registration Statement or amend or
supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities
Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment
or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representative with copies of any such amendment or supplement; and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Representative or counsel to the Underwriters
shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters
may reasonably request. The Company will give the Representative notice of any filings made pursuant to the Exchange Act or the Exchange
Act Regulations within two (2) Business Days prior to the Applicable Time. The Company shall give the Representative notice of its intention
to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-Allotment
Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount
of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or Representative
Counsel shall reasonably object.
3.2.3. Exchange
Act Registration. The Company shall use its commercially reasonable efforts to maintain the registration of the Ordinary Shares under
the Exchange Act (except in connection with a going-private transaction) for a period of three years from the Effective Date, or until
the Company is liquidated or is acquired, if earlier. For a period of (3) three years from the Effective Date, the Company shall not deregister
any of the Ordinary Shares under the Exchange Act without the prior notice to the Representative.
3.2.4. Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall
not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by
the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing
Prospectus set forth in Schedule 3-B. The Company represents that it has treated or agrees that it will treat each such free writing
prospectus consented to, or deemed consented to, by the Representative as an “issuer free writing prospectus,” as defined
in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely
filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus
there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict
with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted
or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at
that subsequent time, not misleading, the Company will promptly notify the Representative 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.
3.2.5. Testing-the-Waters
Communications. If at any time following the distribution of any Testing-the-Waters Communication that is a written communication
within the meaning of Rule 405 of the Securities Act Regulations (a “Written Testing-the-Waters Communication”) there
occurred or occurs an event or development as a result of which such Written Testing- the-Waters Communication included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative
and shall promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such
untrue statement or omission.
3.3. Delivery
to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to
the Representative and counsel to the Underwriters, without charge, signed copies of the Registration Statement as originally filed and
each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also
deliver to each Underwriter, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto
(without exhibits) upon receipt of a written request therefor from such Underwriter. The copies of the Registration Statement and each
amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR.
3.4. Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter,
without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents
to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge,
during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities
Act Regulations, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will
be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company shall use its commercially reasonable efforts to cause the Registration
Statement to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative
promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of
the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for
offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing
and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt
of any comments or request for any additional information from the Commission; and (vi) of the occurrence of any event during the period
described in this Section 3.5 that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration
Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration
Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Commission or any
state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially
reasonable efforts to obtain promptly the lifting of such order.
3.6. Review
of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall cause
its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements
for each of the three (3) fiscal quarters immediately preceding the announcement of any quarterly financial information, or if it provides
announcements only of its semi-annual financial statement, then it shall cause its regularly engaged independent registered public accounting
firm to review (but not audit) the Company’s financial statements for the non-year end semi- annual announcement immediately preceding
the announcement of such financial information.
3.7. Listing.
The Company shall use its commercially reasonable efforts to maintain the listing of the Ordinary Shares (including the Firm Shares and
the Option Shares) on the Exchange for at least three (3) years from the date of this Agreement.
3.8. PCAOB
Firm; Investor Relations Firm. As of the Effective Date, the Company shall have retained: (i) an independent PCAOB registered public
accounting firm reasonably acceptable to the Representative, which will have responsibility for the review, audit and certification of
the financial statements and the financial exhibits, which shall initially be Marcum Asia CPAs, LLP, or another PCAOB accounting firm
reasonably acceptable to the Representative, for at least three (3) year from the date of this Agreement; and (ii) a financial public
relations firm reasonably acceptable to the Representative and the Company, which shall initially be Ascent Investor Relations, which
firm shall be experienced in assisting issuers in initial public offerings of securities and in their relations with their security holders
for at least one (1) year from the date of this Agreement.
3.9. Reports
to the Representative.
3.9.1. Periodic
Reports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available to the
Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities and also promptly furnish to the Representative:
(i) a copy of each periodic
report the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy
of every press release and every news item and article with respect to the Company or its affairs released by the Company; (iii) a copy
of each Current Report on Form 8-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the Company
under the Securities Act; (v) a copy of each report or other communication furnished to shareholders; and (vi) such additional documents
and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time
to time reasonably request. Documents filed with the Commission via its EDGAR system shall be deemed to have been delivered to the Representative
pursuant to this Section 3.9.1.
3.9.2. Transfer
Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a transfer
agent and registrar in the United States reasonably acceptable to the Representative (the “Transfer Agent”) and shall
furnish to the Representative at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the
Representative may reasonably request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Transhare
Corporation is acceptable to the Representative to act as Transfer Agent for the Ordinary Shares.
3.9.3. Trading
Reports. For a period of three (3) years after the date of this Agreement, during such time as the Public Securities are listed
on the Exchange, the Company shall provide to the Representative, at the Company’s expense, such reports published by the Exchange
relating to price trading of the Public Securities, as the Representative may reasonably request.
3.10. Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid
at the Closing Date, or upon demand if there is no Closing, all expenses related to the Offering or otherwise incident to the performance
of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses
relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b)
all Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the
listing of such Public Securities on the Exchange and such other stock exchange or exchanges as the Company and the Representative may
together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s
officers and directors in an amount not to exceed $3,000 per individual; (e) all fees, expenses and disbursements relating to the registration,
qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative
may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the
Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement,
Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits
thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses
of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees
and expenses of the Transfer Agent for the Ordinary Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of
securities from the Company to the Underwriters; (k) the costs associated with one set of bound volumes of the public offering materials
as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time
after the Closing Date in such quantities as the Representative may reasonably request; (l) the fees and expenses of the Company’s
accountants; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; (n) the fees and expenses
of counsel to the Underwriters; (o) translation cost for due diligence purposes, the reasonable cost for roadshow meetings and the preparation
of a power point presentation; and (p) the Underwriters’ actual accountable expenses for the Offering, including, without limitation,
expenses related to the “road show.” Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative
for any out-of- pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $200,000 in the aggregate, (including
but not limited to travel, due diligence expenses, communication, third party expenses, etc.), reasonable legal fees and disbursements
of counsel to the Underwriters, road show expenses as described therein and background checks on the Company’s principals and directors,
regardless of whether the Offering occurs, in connection with the performance of its services hereunder (the “Accountable Expenses”);
provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement;
and provided further that any expense over $5,000 shall require prior written or email approval by the Company. For the sake of clarity,
it is understood and agreed that the Company shall be responsible for the Representative’s Accountable Expenses detailed in this
Section irrespective of whether the Offering is consummated or whether or not there is a Closing, except in the case of a default by the
Underwriters set forth in Section 6 of this Agreement. Any expense deposits will be returned by the Representative to the Company to the
extent the Representative’s out-of-pocket expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Representative
may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses
set forth herein to be paid by the Company to the Underwriters. The Company hereby agrees to pay the following non-accountable expense
allowances: (i) to the Underwriters a separate non-accountable expense allowance computed at the rate of one percent (1.0%) of the gross
proceeds of the Public Securities sold in the Offering; to the Representative only an additional cash amount equal to $50,000.
3.11. Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application
thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.
3.12. [RESERVED].
3.13. Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders has taken or shall take, directly or indirectly,
any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange
Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Public
Securities.
3.14. Internal
Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i)
transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.15. Accountants.
As of the date of this Agreement, the Company has retained an independent registered public accounting firm, as required by the Securities
Act and the Securities Act Regulations and the Public Company Accounting Oversight Board, reasonably acceptable to the Representative,
and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least
three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.
3.16. FINRA.
For a period of 60 days from the later of the Closing Date or the Option Closing Date, the Company shall advise the Representative (who
shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any beneficial
owner of 10% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s unregistered
equity securities which were acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes
an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations
of FINRA).
3.17. No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual
in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,
or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions
contemplated by this Agreement.
3.18. Company
Lock-Up Agreements.
3.18.1. Restriction on Sales of Capital Stock. (i) The Company, on behalf of itself and any successor entity, agrees for a period of three (3) months from the closing date of the Offering (the “Company Lock-Up Period”), and (ii) the Company’s directors, officers and holders of more than five percent (5%) of the Company’s outstanding Ordinary Shares as of the Effective Date of the Registration Statement agree for a period of six (6) months from the closing date of the (“Insider Lock-Up Period” and together with the Company Lock-Up Period, the “Lock-Up Periods”) that, without the prior written consent of the Representative, each will not, for the applicable Lock-Up Period (i) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; The restrictions contained in this Section 3.18.1 shall not apply to (i) the Ordinary Shares 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 Representative has been advised in writing of such issuance prior to the date hereof; (iii) the issuance by the Company of securities 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 Representative 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.
3.18.2. Lock-Up
Agreements.
(a) The
Company’s directors and officers and any other holder of five percent (5%) percent or more holders of the outstanding Ordinary Shares
as of the Effective Date of the Registration Statement as set forth in Schedule 4 hereto, will enter into customary “lock-up”
agreements in favor of the Representative pursuant to which such persons and entities will agree, for a period of six (6) months from
the Closing Date (“Insider Lockup Period”), that they will neither offer, issue, sell, contract to sell, encumber,
grant any option for the sale of or otherwise dispose of any securities of the Company without Representative ’s prior written consent.
3.19. Release
of Insider and Shareholder Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions
set forth in the Lock-Up Agreements described in Section 3.18.2 and hereof for an officer or director of the Company or any holder of
at least 5% of the Company’s issued and outstanding Ordinary Shares and provides the Company with notice of the impending release
or waiver at least three (3) Business Days before the Effective Date of the release or waiver, the Company agrees to announce the impending
release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two (2)
Business Days before the effective date of the release or waiver. The Company shall also file an appropriate Form 6-K with the Commission.
3.20. Blue
Sky Qualifications. The Company shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary,
to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic
or foreign) as the Representative may reasonably designate and to maintain such qualifications in effect so long as required to complete
the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or
to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.21. Reporting
Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission
pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company
shall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463 under the Securities Act
Regulations.
3.22. Emerging
Growth Company Status. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company
at any time prior to the later of (i) completion of the distribution of the Public Securities within the meaning of the Securities Act
and (ii) fifteen (15) days following the completion of the Lock-Up Period.
3.23. Press
Releases. Prior to the Closing Date and any Option Closing Date (if any), the Company shall not issue any press release or other communication
directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business
affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with
the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative,
which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the
Representative, such press release or communication is required by law.
3.24.
Sarbanes-Oxley. The Company shall at all times comply in all material respects with all applicable provisions of the Sarbanes-Oxley
Act in effect from time to time.
3.25 Corporation
Records Service. As of the date hereof and for a period of three (3) years from the Closing Date, the Company shall have registered
and shall continue to maintain its registration with the Corporation Records Service (including annual report information) published by
the Standard & Poor’s Corporation.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Securities, as provided
herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and
as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the Company made
pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions:
4.1 Regulatory
Matters.
4.1.1. Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement shall have become effective not later than 5:30 p.m.,
New York City, New York, time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative,
and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment thereto shall have been issued by the Commission under the Securities Act, no order preventing or suspending
the use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have
been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each
request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed
with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations or a post-effective
amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements
of Rule 430A under the Securities Act Regulations.
4.1.2. FINRA
Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of
compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. Exchange
Clearance. On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice
of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the Exchange, subject
only to official notice of issuance.
4.2 Company
Counsel Matters.
4.2.1. Closing
Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion of Hunter Taubman Fischer
& Li LLC, United States counsel to the Company (“U.S. Counsel”) in form and substance reasonably satisfactory to
the Representative; (ii) the opinion of Maples & Calder (Hong Kong) LLP, Cayman Islands counsel to the Company (“Cayman Islands
Counsel”) in form and substance reasonably satisfactory to the Representative; (iii) the opinion of Jincheng, Tongda & Neal,
People’s Republic of China counsel to the Company (“PRC Counsel”), in form and substance reasonably satisfactory
to the Representative; and (iv) a written statement providing certain “10b-5” negative assurances, of U.S. Counsel in form
and substance reasonably satisfactory to the Representative, all dated the Closing Date and addressed to the Representative.
4.2.2. Option
Closing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the opinions of counsel
listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative and in form and substance satisfactory to the
Representative, confirming as of the Option Closing Date, the statements made by such counsel in their respective opinion and also the
written “10b-5” negative assurance statement delivered on the Closing Date.
4.3. Comfort
Letters.
4.3.1. Cold
Comfort Letter. At the time this Agreement is executed, the Representative shall have received a cold comfort letter from the Auditor
containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial
statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
addressed to the Representative as representative of the Underwriters and in form and substance satisfactory to the counsel to the Underwriters,
dated as of the date of this Agreement.
4.3.2. Bring-down
Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor
a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements
made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more than three
(3) Business Days prior to the Closing Date or the Option Closing Date, as applicable.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date
(if such date is other than the Closing Date), of its Chief Executive Officer or President and its Chief Financial Officer stating on
behalf of the Company and not in an individual capacity that: (i) such officers have carefully examined the Registration Statement, the
Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, they believe that the Registration Statement and each
amendment thereto after the Effective Date, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date
is other than the Closing Date) did not include any untrue statement of a material fact and did not omit to state a 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 Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other
than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such
date is other than the Closing Date), the Prospectus and each amendment or supplement thereto after the Effective Date, as of the respective
date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) since the Effective Date of the Registration Statement, no event has occurred which should have been set forth in a supplement or
amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus; (iii) to the best of their knowledge after
reasonable investigation, as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations
and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date if such date
is other than the Closing Date); and (iv) there has not been, subsequent to the date of the most recent audited financial statements included
in the Pricing Disclosure Package, a Material Adverse Change.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively,
certifying on behalf of the Company and not in an individual capacity: (i) that each of the Memorandum and Articles of Association is
true and complete, has not been amended or 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 or rescinded; and (iii) as to the
incumbency of the officers of the Company who have signed the certificates set forth in Section 4.4.1. The documents referred to in such
certificate shall be attached to such certificate.
4.5. No
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been
no Material Adverse Change in the condition, financial or otherwise, business or prospects of the Company from the date of this Agreement;
(ii) no action, suit or proceeding, at law or in equity, shall have been pending or, to the knowledge of the Company, threatened against
the Company or any Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable
decision, ruling or finding may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement,
the Pricing Disclosure Package and the Prospectus; (iii) no stop order shall have been issued by the Commission under the Securities Act
and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing
Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required
to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects
to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure
Package nor the Prospectus nor any amendment or supplement thereto shall 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 the light of the circumstances under which
they were made, not misleading.
4.6. No
Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing
Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of
a fact which, in the reasonable opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such
counsel, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing
Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative’s
legal counsel, is material or omits to state any fact which, in the opinion of Representative’s legal counsel, is material and is
necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.
4.7. Corporate
Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement,
the Public Securities, the Registration Statement, the Pricing Disclosure Package, each Issuer Free Writing Prospectus, if any, and the
Prospectus and all other legal matters relating to this Agreement, and the transactions contemplated hereby and thereby shall be reasonably
satisfactory in all material respects to the legal counsel to the Underwriters, and the Company shall have furnished to such counsel all
documents and information that they may reasonably request to enable them to pass upon such matters.
4.8. Delivery
of Agreements.
4.8.1. Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of the
Lock-Up Agreements from each of the persons listed in Schedule 4 hereto.
4.9. Additional
Documents. At the Closing Date and at each Option Closing Date (if any), the Representative’s legal counsel shall have been
furnished with such documents as they may reasonably require for the purpose of enabling such counsel to the Underwriters to deliver an
opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities
as herein contemplated shall be satisfactory in form and substance to the Representative and Representative’s legal counsel.
5. Indemnification.
5.1. Indemnification
of the Underwriters.
5.1.1. General.
The Company shall indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors, officers,
members, employees, representatives, partners, shareholders, affiliates, legal counsel and agents and each person, if any, who controls
any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter
Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any and all loss, liability,
claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, between any of the Underwriter Indemnified
Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act
or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of, relating to, or based upon
(A)(i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Pricing Disclosure
Package, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (as from time to time each may be amended and
supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the
marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in
person or electronically); or (iii) any application or other document or written communication (in this Section 5, collectively called
“application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Public Securities under the securities laws thereof or filed with the Commission, any state securities commission
or agency, the Exchange or any other national securities exchange; or (iv) the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information;
or (B) any regulatory inquiry or investigation commenced or threatened by any federal, state or local regulatory body, including, without
limitation, with respect to (i) the transactions contemplated by this Agreement; or (ii) trading in Ordinary Shares and market volatility
of such Ordinary Shares; (C) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein;
or (D) in whole or in part upon any failure of the Company to perform its obligations hereunder. With respect to any untrue statement
or omission or alleged untrue statement or omission made in the Registration Statement, the Pricing Disclosure Package, the Preliminary
Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the indemnity agreement contained in this Section 5.1.1 shall not inure
to the benefit of any Underwriter Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Underwriter
Indemnified Party results from the fact that a copy of the Prospectus was not given or sent to the person asserting any such loss, liability,
claim or damage at or prior to the written confirmation of sale of the Public Securities to such person as required by the Securities
Act and the Securities Act Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure
to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.4 hereof.
5.1.2. Procedure.
If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant
to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and
the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying
party, to assume the defense of such action, including the employment and fees of legal counsel (subject to the reasonable approval of
such Underwriter Indemnified Party) and payment of actual expenses. Such Underwriter Indemnified Party shall have the right to employ
its or their own legal counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter
Indemnified Party unless (i) the employment of such counsel at the expense ;of the Company shall have been authorized in writing by the
Company in connection with the defense of such action; or (ii) the Company shall not have employed legal counsel to have charge of the
defense of such action; or (iii) such indemnified party or parties shall have been advised by its legal counsel that there may be defenses
available to it or them which are different from or additional to those available to the Company (in which case the Company 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 the reasonable
fees and expenses of not more than one additional firm of attorneys selected by the Underwriter Indemnified Parties who are party to such
action (in addition to local counsel) shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any
Underwriter Indemnified Party shall assume the defense of such action as provided above, the Company shall have the right to approve the
terms of any settlement of such action, which approval shall not be unreasonably withheld, conditioned or delayed. 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 5 hereof (whether or not the indemnified party is an actual
or potential party thereto), unless (i) such settlement, compromise or judgment (A) includes an unconditional release of the indemnified
party from all liability arising out of such claim, investigation, action or proceeding and (B) 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 (ii) the indemnifying party confirms
in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment.”
5.1.3 Indemnity
Escrow. The Company shall, on the Closing Date, deposit into an escrow account, for the benefit of the Representative, with an escrow
agent in the United States selected by the Representative, an amount equal to two hundred thousand dollars ($200,000) from the Offering
proceeds to be released to the Underwriter Indemnified Parties in the connection with the payments of Company’s indemnification
obligations pursuant to this Section 5. The escrow account will remain in place for a period of twelve (12) months from the date of the
closing of the Offering. The Escrow Agreement shall be in the form of Exhibit C attached hereto, or as otherwise agreed by the
Representative and the Company.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its directors, its officers
and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any
and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters,
as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise
out of or are based upon untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure
Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the
Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any
Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto
or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and
duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several
Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to notif2 the Representative of the commencement of any litigation
or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities
or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.
5.3. Contribution.
5.3.1. Contribution
Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold
harmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect thereof,
referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and each of the Underwriters, on the
other hand, from the Offering; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company,
on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage
or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by
the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering of the Ordinary Shares shall be deemed
to be in the same proportion as the total proceeds from the Offering purchased under this Agreement (before deducting expenses) received
by the Company bear to the total underwriting discount and commissions received by the Underwriters in connection with the Offering, in
each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters,
on the other, 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, on the one hand, or the Underwriters,
on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished to the
Company through the Representative by or on behalf of any Underwriter for use in any Preliminary Prospectus, any Registration Statement
or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company and
the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were to be determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation or
proceeding referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing
as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action,
investigation or proceeding. Notwithstanding the provisions of this Section 5.3.1 no Underwriter shall be required to contribute any amount
in excess of the total discount and commission received by such Underwriter in connection with the Offering. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the
contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder.
In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative
of the commencement thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying
party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution
on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent
of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted
by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available. The Underwriters’ obligations
to contribute as provided in this Section 5.3 are several and in proportion to their respective underwriting obligation, and not joint.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Shares or the Option Shares, if the Over-Allotment Option is exercised hereunder, and if the number of the Firm Shares
or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option
Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall
be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1 relates to more than
10% of the Firm Shares or Option Shares, the Representative may in its discretion arrange for itself or for another party or parties to
purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day
after such default relating to more than 10% of the Firm Shares or Option Shares, the Representative does not arrange for the purchase
of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure
another party or parties satisfactory to the Representative to purchase said Firm Shares or Option Shares on such terms. In the event
that neither the Representative nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates
as provided in this Section 6, this Agreement will automatically be terminated by the Representative or the Company without liability
on the part of the Company (except as provided in Sections 3.10 and 8.3 hereof with respect to the Underwriter’s expenses), or the
several Underwriters; provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate
as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to
the other Underwriters and to the Company for damages occasioned by its default hereunder. For the avoidance of doubt, nothing contained
in this Section 6.2 shall excuse a default by the Representative (in its capacity as an Underwriter) in its obligations to purchase the
Firm Shares or the Option Shares, if the Over-Allotment Option is exercised hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Shares or Option Shares to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right
to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in
order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus
or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing
Disclosure Package or the Prospectus that in the opinion of counsel to the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such Firm Shares or Option Shares.
7. Additional
Covenants.
7.1. Board
Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the
Board of Directors and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act, the Exchange Act and the
listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its
Public Securities listed on another exchange or quoted on an automated quotation system; and (ii) if applicable, at least one member of
the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined
under Regulation S-K and the listing rules of the Exchange.
7.2. Prohibition
on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity, without the
Representative’s prior written consent, for a period ending at 5:00 p.m., New York City, New York, time, on the first (1st) Business
Day following the fortieth (40th) day after the Closing Date, other than normal and customary releases issued in the ordinary course of
the Company’s business.
8. Effective
Date of this Agreement and Termination Thereof.
8.1. Effective
Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts
of such signatures to the other party.
8.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic or international
event or act or occurrence has materially disrupted, or in the Representative’s reasonable opinion will in the immediate future
materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock
Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum
ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having
jurisdiction; or (iii) if the United States shall have become involved in a new war or an escalation in major hostilities; or (iv) if
a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has
been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material
loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss
shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Firm Shares
or Option Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii)
if the Representative shall have become aware after the date hereof of a Material Adverse Change, or an adverse material change in general
market conditions as in the Representative’s judgment would make it impracticable to proceed with the Offering, sale and/or delivery
of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.3. Expenses.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2
above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual Accountable Expenses related
to the transactions contemplated herein then incurred, up to $200,000 provided, however, that such expense cap in no way limits or impairs
the indemnification and contribution provisions of this Agreement. Such expenses amount shall cover the Representative’s Accountable
Expenses for the Offering, including reasonable out-of-pocket expenses (including, but not limited to, travel communication, third party
and legal counsel expenses) in connection with the performance of its services hereunder, regardless of whether the Offering is consummated
and the Closing occurs, except in the case of a default by the Underwriters. The Representative will be entitled to a separate non-accountable
expense allowance equal to 1.0% of the proceeds of the Offering, plus a cash amount equal to $50,000 only if the Offering is consummated
and the Closing occurs.
8.4. Survival
of Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force
and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or
any part hereof.
8.5. Representations,
Warranties, Agreements to Survive. All representations, warranties and agreements by the Company contained in this Agreement (except
for Section 6.2) or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and
effect regardless of (i) any investigation made by or on behalf of any Underwriter or its affiliates or selling agents, any person controlling
any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
9. Miscellaneous.
9.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or
certified mail, return receipt requested), personally delivered or sent by facsimile transmission or electronic mail and confirmed and
shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.
If to the Representative:
Revere Securities, LLC
650 Fifth Avenue, 35th Floor
New York, New York 10022
Attn: Dajiang Guo
Email: dguo@reveresecurities.com
Fax No. 212 688-2454
with a copy (which shall not constitute notice) to:
Becker & Poliakoff LLP
45 Broadway,17th Floor
New York, NY 10006
Attn: Victor J. DiGioia, Esq.
Email: vdigioia@beckerlawyers.com
Fax No: 212-557-0295
If to the Company:
CCSC Technology International Holdings Limited
1301-03, 13/f Shatin Galleria, 18-24 Shan Mei Street
Fotan, Shatin
Hong Kong 00852-26870272
Attn: Chee Hui Law
Email: chlaw@ccsc-interconnect.com
Fax No.: 00852-26871176
with a copy (which shall not constitute notice) to:
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, New York 10005
Attn: Ying Li, Esq.
Email: yli@htflawyers.com
Fax No. 1+212-202-6380
9.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
9.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.5. Binding
Effect. This Agreement shall inure solely to the benefit of the parties hereto and the indemnified parties referred to in Section
5 and their respective successors, heirs and assigns, and shall be binding upon each of them, 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 provisions herein contained.
The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.
9.6. Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with
the law of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating
in any way to this Agreement shall be brought and enforced in the Supreme Court of the State of New York sitting in the County of New
York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its
behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and each of the Underwriters hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.
9.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.
9.8. 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 effect 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 is 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.
9.9. Severability.
Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this Agreement is found
or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i) such provision will
be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent; (ii) the invalidity,
illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such provision under any
other circumstances or in any other jurisdiction; and (iii) the invalidity, illegality or unenforceability of such provision will not
affect the validity, legality or enforceability of the remainder of such provision or the validity , legality or enforceability of any
other provision of this Agreement. The parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable
provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable
provision.
[Signature Page Follows]
If the foregoing correctly sets forth the understanding between the
Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute
a binding agreement between us.
| |
Very truly yours, |
| |
|
| |
CCSC TECHNOLOGY INTERNATIONAL |
| |
HOLDINGS LIMITED |
| |
|
| |
By: |
|
| |
Name: |
Kung Lok Chiu |
| |
Title: |
Chief Executive Officer |
Confirmed as of the date first written above, on
behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:
| REVERE SECURITIES, LLC |
|
| |
|
|
| By: |
|
|
| Name: |
Dajiang Guo |
|
| Title: |
Head of Investment Banking |
|
[Signature Page]
EXHIBITS AND SCHEDULES TO CCSC TECHNOLOGY INTERNATIONAL
HOLDINGS
LIMITED – UNDERWRITING AGREEMENT
| EXHIBIT |
|
Description |
| A |
|
Form of Lockup Agreement |
| B |
|
Form of Press Release |
| SCHEDULES |
|
|
| 1 |
|
List of Underwriters |
| 1-A |
|
Overallotment among Underwriters |
| 2-A |
|
Pricing Information |
| 3-A |
|
Price Disclosure Package |
| 3-B |
|
Issuer General Use Free Writing |
| |
|
Prospectus |
| 4 |
|
List of Lockup Parties |
| 5 |
|
Form of Indemnity Escrow Agreement |
SCHEDULE 1
| Underwriter | |
Total
Number of Firm
Shares to be Purchased | | |
Number of Option Shares to be
Purchased if the Over-Allotment is Fully Exercised | |
| Revere Securities LLC | |
| 687,500 | | |
| 103,125 | |
| RF Lafferty & Co., Inc. | |
| 687,500 | | |
| 103,125 | |
| TOTAL | |
| 1,375,000 | | |
| 206,250 | |
SCHEDULE 2-A
Pricing Information
Number of Firm Shares: 1,375,000
Number of Option Shares: 206,250
Public Offering Price per Firm Share: $4.00
Public Offering Price per Option Share: 4.00
Underwriting Discount per Firm Share: $0.30
Underwriting Discount per Option Share: $0.30
Proceeds to Company for Firm Shares (before expenses): $5,087,500
Proceeds to Company for Option Shares (before expenses): $763,125
Proceeds to Company per Firm Share (before expenses): $3.70
Proceeds to Company per Option Share (before expenses): $3.70
SCHEDULE 3-B
Issuer General Use Free Writing Prospectuses
Free Writing Prospectus filed with the SEC on November 30,
2023 and linked to here: sec.gov/Archives/edgar/data/1931717/000121390023091161/ff12023a3_ccsctechnology.htm
SCHEDULE 4
List of Lock-Up Parties
| Name | |
Lock-Up Period –
6 Months from the
Closing Date |
| Dr. Chi Sing Chiu | |
Six months |
| Kwok Kwan Chan | |
Six months |
| Chee Hui Law | |
Six months |
| Chi Man Chan (William) | |
Six months |
| CCSC Investment Limited | |
Six months |
| Sky Interconnect Global Limited | |
Six months |
EXHIBIT A
Form of Lock-Up Agreement
January 17, 2024
Revere Securities, LLC
650 Fifth Avenue, 35th Floor
New York, NY 10022
Attention: Mr. Dajiang Guo
Ladies and Gentlemen:
This Lock-Up Agreement
(this “Agreement”) is being delivered to Revere Securities, LLC (the “Underwriter”) in connection
with the proposed Underwriting Agreement (the “Underwriting Agreement”) between CCSC Technology International Holdings
Limited, a holding company incorporated in the Cayman Islands (the “Company”), and the Underwriter, relating to the
proposed public offering (the “Offering”) of Ordinary Shares, par value $0.0005 per share (the “Ordinary Shares”),
of the Company. Unless defined herein, capitalized terms have the meanings given to them in the Underwriting Agreement.
In order to
induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the
Ordinary Shares will confer upon the undersigned in his/her/its capacity as a shareholder and/or an officer, director or employee of the
Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees
with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that
is six (6) months after the Closing Date (the “Lock-Up Period”), the undersigned will not, without the prior written
consent of Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, encumber, grant any option
for the sale of, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without
limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations
promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from
time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities
convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement
that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or
exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares.
If (i) during
the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company
occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes
aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the
restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of
the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing,
such extension.
If the undersigned
is an officer or director of the Company: (i) Underwriter agrees that, 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 Ordinary Shares, Underwriter will notify the Company
of the impending release or waiver; and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or
waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver.
Any release or waiver granted by Underwriter hereunder to any such officer or director shall only be effective two (2) business days after
the publication date of such press release; provided, that such press release is not a condition to the release of the aforementioned
lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release
or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the
same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
The restrictions set forth in the immediately preceding
paragraph shall not apply to:
(i) any
transfers made by the undersigned: (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned
or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by
will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d)
if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of
repurchase upon termination of the undersigned’s service with the Company; or
(ii) transfers
consented to, in writing by Underwriter; provided however, that in the case of any transfer described in clause (i) above, it shall be
a condition to the transfer that the transferee executes and delivers to the Representative of the Underwriters, acting on behalf of the
Underwriters, not later than one (1) business day prior to such transfer, a written agreement, in substantially the form of this Agreement
(it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly
refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in
form and substance to Underwriter. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild
or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned.
The undersigned further
agrees that (i) it will not, during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration
under the Securities Act of any Ordinary Shares or other Beneficially Owned Shares or any securities convertible into or exercisable or
exchangeable for Ordinary Shares or other Beneficially Owned Shares, and (ii) the Company may, with respect to any Ordinary Shares or
other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or other Beneficially
Owned Shares owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer
instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period.
The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement has been
duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement
of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the
undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
This Agreement
shall automatically terminate upon the earliest to occur, if any, of (1) either the Underwriter, on the one hand, or the Company, on the
other hand, advising the other in writing, they have determined not to proceed with the Offering, (2) termination of the Underwriting
Agreement before the sale of any Ordinary Shares, (3) the withdrawal of the Registration Statement, or (4) the Offering has not closed
by the termination date of the Offering or such other date as may be agreed as the final date of the Offering if the Company and the Underwriter
extend the Offering.
This Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles
thereof.
[Signature Page to Lock-Up Agreement
to follow]
[SIGNATURE PAGE TO LOCK-UP AGREEMENT]
| Very truly yours, |
| |
| |
| (Name - Please Print) |
| |
| |
| (Signature) |
| |
| |
| (Name of Signatory, in the case of entities - Please Print) |
| |
| |
| (Title
of Signatory, in the case of entities - Please Print) |
| |
| Address: |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| # of Ordinary Shares Held by Signatory: _______________________ |
EXHIBIT B
Form of Press Release
CCSC TECHNOLOGY INTERNATIONAL HOLDINGS LIMITED
[●], 2024
CCSC Technology International Holdings
Limited (the “Company”) announced today that Revere Securities, LLC, acting as representative for the underwriters
in the Company’s recent public offering of [●] of the Company’s Ordinary Shares, is [waiving] [releasing] a
lock-up restriction with respect to [●] Ordinary Shares held by [certain officers or directors] [an officer or director]
of the Company. The [waiver] [release] will take effect on [●], 2024, and the securities may be sold on or after such
date.
This press release is not an offer
or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933,
as amended.
EXHIBIT C
Form of Indemnity Escrow Agreement
ESCROW AGREEMENT
This Escrow Agreement dated as of this ___ day of January, 2024 (the
“Escrow Agreement”), is entered into by and among CCSC Technology Holdings Limited, a company organized under
the laws of the Cayman Islands (the “Company” or “CCSC”), Revere Securities, LLC (the “Representative”)
and together with the Company, and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”), each a
“Party” and collectively, the “Parties”).
RECITALS
WHEREAS, __________________________________ [insert as many
recitals as necessary to describe the construct of the transaction];
NOW, THEREFORE, in consideration of the premises, and further
consideration of the covenants set forth hereafter, it is hereby agreed mutually as follows:
ARTICLE 1
ESCROW DEPOSIT
1.1. Receipt of Escrow Property.
(a) Upon execution of this
Escrow Agreement by each of the parties hereto, the Company shall cause to be deposited $200,000 into a United States Dollar denominated
account (the “Escrow Account”) established by the Escrow Agent. The Escrow Account is set forth below:
Manufacturers & Traders Trust Co.
ABA# 031100092
A/C# [_____]
A/C Name: CCSC Technology Holdings Limited Escrow
Attn: Monika Rusin
(b) The Escrow Agent will
hold the deposit in the Escrow Account, together with all investments thereof and all interest accumulated thereon and proceeds therefrom
(the “Escrow Property”), in escrow upon the terms and conditions set forth in this Escrow Agreement and shall not disburse
funds from the Escrow Account except as provided herein.
1.2. Investments.
(a) The Escrow Agent shall
invest the Escrow Property in accordance with the written instructions provided to the Escrow Agent and signed by the Company in such
investments (i) as shall from time to time be selected by the Company and (ii) be investments the Escrow Agent is able to hold. In the
absence of written investment instructions from the Company , the Escrow Agent shall hold the Escrow Property un-invested, without interest
thereon. For the avoidance of doubt, any investment earnings and income on the Escrow Property shall become part of the Escrow Property
and shall be disbursed in accordance with Section 1.3 below. The Escrow Agent shall make no disbursement, investment or other use of funds
until and unless it has collected funds. The Escrow Agent shall not be liable for collection items until such proceeds have been received
or the Federal Reserve has given the Escrow Agent credit for the funds.
(b) The Escrow Agent is hereby
authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under
this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment, including,
without limitation, negative interest, or sale of investment made pursuant to this Escrow Agreement. The Escrow Agent is hereby authorized,
in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with
any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any third person or
dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations,
or advice.
(c) In the event that market
conditions are such that negative interest applies to amounts deposited with the Escrow Agent, the Company shall be responsible for the
payment of such interest and the Escrow Agent shall be entitled to deduct from amounts on deposit with it an amount necessary to pay such
negative interest. For the avoidance of doubt, the indemnification protections afforded to the Escrow Agent under Section 3.1 of this
Agreement shall cover any interest-related expenses (including, but not limited to, negative interest) incurred by the Escrow Agent in
the performance of its duties hereunder.
1.3. Disbursements.
(a)
The Escrowed Property shall be held by the Escrow Agent for the purpose of satisfying the initial $200,000 of the indemnification obligations
of the Company, with respect to the Escrow Property, pursuant to Section 5.1.3 of the Underwriting Agreement dated January 17, 2024 by
and between the Company and the Representative, for a period of 12 months from the closing of the Offering. Disbursement of such Escrowed
Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party
intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of
the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon
a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in
determining indemnification claims) selected by the American Arbitration Association’s New York office.
(b)
In the event that any litigation or proceeding arising out of any matter in connection with the Offering and the Representative acting
in its capacity as the representative of the underwriters (which matter would be covered by the Company’s indemnification obligations
under the Underwriting Agreement) within 12 months following the Closing Date and in which the Company, the Representative, or the Escrow
Property becomes the subject of such litigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at
the Representative’s written instruction to the Escrow Agent if not otherwise so required, to release and deposit the Escrow Property
with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Representative in such
litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto
to the extent determined by any such court. The Company and the Representative further hereby authorize the Escrow Agent, if it receives
conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement,
or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to
interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court
and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they
were received to the extent determined by such court.
(c) In all instances, if either
(i) no claim for indemnity is made by the Representative during the 12-month period from the closing of the Offering or (ii) it is finally
determined that the Representative are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property
by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance
of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company.
(d) In the event that Escrow
Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof)
is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or
state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid
to it.
(e) The Escrow Agent shall,
in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including
without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter
and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow
Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any
such judgment, order or process.
(f) Each Party understands
and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to the Escrow Agent for the
disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case
of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual
designated by Representative on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative”
of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.5.
(g) Upon request, the Escrow
Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account.
(h) A party may specify in
a Written Direction whether the Escrow Property shall be disbursed by way of wire transfer or check. If the written notice for the disbursement
of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Escrow
Agent.
1.4. Written Direction and
Other Instruction.
(a) With respect to any Written
Direction or any other notice, direction or other instruction required to be delivered by a Party to the Escrow Agent under this Escrow
Agreement, the Escrow Agent is authorized to follow and rely upon any and all such instructions given to it from time to time if the Escrow
Agent believes, in good faith, that such instruction is genuine and to have been signed by an Authorized Representative of such Party.
The Escrow Agent shall have no duty or obligation to verify that the person who sent such instruction is, in fact, a person duly authorized
to give instructions on behalf of a Party, other than to verify that the signature of the Authorized Representative on any such instruction
appears to be the signature of such person. Each Party acknowledges and agrees that it is fully informed of the protections and risks
associated with the various methods of transmitting instructions to the Escrow Agent, and that there may be more secure methods of transmitting
instructions other than the method selected by such Party. The Escrow Agent shall have no responsibility or liability for any loss which
may result from:
(i) any action taken or not
taken by the Escrow Agent in good faith reliance on any such signatures or instructions;
(ii) as a result of a Party’s
reliance upon or use of any particular method of delivering instructions to the Escrow Agent, including the risk of interception of such
instruction and misuse by third parties; or
(iii) any officer or Authorized
Representative of a Party named in an incumbency certificate, Exhibit B-1 or Exhibit B-2 delivered hereunder prior to actual receipt by
the Escrow Agent of a more current incumbency certificate or an updated Exhibit B-1 or Exhibit B-2 and a reasonable time
for the Escrow Agent to act upon such updated or more current certificate or Exhibit.
(b) the Company may, at any
time, update Exhibit B-1 and the Company may, at any time, update Exhibit B-2 by signing and submitting to the Escrow Agent
an updated Exhibit. Any updated Exhibit shall not be effective unless the Escrow Agent countersigns a copy thereof. The Escrow Agent shall
be entitled to a reasonable time to act to implement any changes on an updated Exhibit.
1.5. Delivery and Authentication
of Written Direction.
(a) A Written Direction must
be delivered to the Escrow Agent by one of the delivery methods set forth in Section 4.3.
(b) Each Party and the Escrow
Agent hereby agree that the following security procedures will be used to verify the authenticity of a Written Direction delivered by
any Party to the Escrow Agent under this Escrow Agreement:
(i) The Written Direction
must include the name and signature of the person delivering the disbursement request to the Escrow Agent. The Escrow Agent will check
that the name and signature of the person identified on the Written Direction appears to be the same as the name and signature of an Authorized
Representative of such Party;
(ii) The Escrow Agent will
make a telephone call to an Authorized Representative of the Party purporting to deliver the Written Direction (which Authorized Representative
may be the same as the Authorized Representative who delivered the Written Direction) at any telephone number for such Authorized Representative
as set forth on Exhibit B-1 or Exhibit B-2, as applicable, to obtain oral confirmation of delivery of the Written Direction.
If the Written Direction is a joint written notice of the Parties, the Escrow Agent shall call back an Authorized Representative of both
of those Parties; and
(iii) If
the Written Direction is sent by email to the Escrow Agent, the Escrow Agent also shall review such email address to verify that it appears
to have been sent from an email address for an Authorized Representative of such Party as set forth on Exhibit B-1 or Exhibit
B-2, as applicable, or from an email address for a person authorized under Exhibit B-1 or Exhibit B-2, as applicable,
to email a Written Direction to the Escrow Agent on behalf of the Authorized Representative).
(c) Each Party acknowledges
and agrees that given its particular circumstances, including the nature of its business, the size, type and frequency of its instructions,
transactions and files, internal procedures and systems, the alternative security procedures offered by the Escrow Agent and the security
procedures in general use by other customers and banks similarly situated, the security procedures set forth in this Section 1.5 are a
commercially reasonable method of verifying the authenticity of a payment order in a Written Direction.
(d) The Escrow Agent is authorized
to execute, and each Party expressly agrees to be bound by any payment order in a Written Direction issued in its name (and associated
funds transfer) (i) that is accepted by the Escrow Agent in accordance with the security procedures set forth in this Section 1.5, whether
or not authorized by such Party and/or (ii) that is authorized by or on behalf of such Party or for which such Party is otherwise bound
under the law of agency, whether or not the security procedures set forth in this Section 1.5 were followed, and to debit the Escrow Account
for the amount of the payment order. Notwithstanding anything else, the Escrow Agent shall be deemed to have acted in good faith and without
negligence, gross negligence or misconduct if the Escrow Agent is authorized to execute the payment order under this Section 1.5. Any
action taken by the Escrow Agent pursuant to this Section 1.5 prior to the Escrow Agent’s actual receipt and acknowledgement of
a notice of revocation, cancellation or amendment of a Written Direction shall not be affected by such notice of revocation, cancellation
or amendment of a Written Direction.
(e) The security procedures
set forth in this Section 1.5 are intended to verify the authenticity of payment orders provided to the Escrow Agent and are not designed
to, and do not, detect errors in the transmission or content of any payment order. The Escrow Agent is not responsible for detecting an
error in the payment order, regardless of whether either Party believes the error was apparent, and the Escrow Agent is not liable for
any losses arising from any failure to detect an error.
(f) When instructed to credit
or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Escrow Agent, and
any other banks participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different
than the party named. Each Party agrees to be bound by the rules of any funds transfer network used in connection with any payment order
accepted by the Escrow Agent hereunder.
(g) The Escrow Agent shall
not be obliged to make any payment requested under this Escrow Agreement if it is unable to validate the authenticity of the request by
the security procedures set forth in this Section 1.5. The Escrow Agent’s inability to confirm a payment order may result in a delay
or failure to act on that payment order. Notwithstanding anything else in this Escrow Agreement, the Escrow Agent shall not be required
to treat a payment order as having been received until the Escrow Agent has authenticated it pursuant to the security procedures in this
Section 1.5 and shall not be liable or responsible for any losses arising in relation to such delay or failure to act.
1.6. Income Tax Allocation
and Reporting.
(a) Each Party agrees that,
for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from
investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service,
be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything
to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect
to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with
the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and
all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive
written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such
written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer
and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial
and upon express direction of the Parties.
(b) Prior to the execution
of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers
by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands
that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned
on the investment of the Escrow Property.
(c) To the extent that the
Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the
Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby
indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense
that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late
payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct
of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1
and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.
1.7. Termination. This Escrow
Agreement shall terminate on _______, 20__, at which time the Escrow Agent is authorized and directed to disburse the Escrow Property
in accordance with Section 1.3 (Disbursements) and this Escrow Agreement shall be of no further force and effect, except that the provisions
of Sections 1.6 (Tax Allocation and Reporting), 3.1(Indemnification) and 3.2 (Limitation of Liability) hereof shall survive termination.
ARTICLE 2
DUTIES OF THE ESCROW AGENT
2.1. Scope of Responsibility.
Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set
forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed
to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible
or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible
for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow
Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have
no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References
in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has
no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only and is not responsible or liable in
any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any
part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency,
value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith,
and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters
pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the
terms of this Escrow Agreement, any other agreement or otherwise.
2.2. Rights of the Escrow
Agent. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial
liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.
The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement
or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. The Escrow Agent shall be
protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney
or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports, to be, including, but not
limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage
of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement.
2.3. Attorneys and Agents.
The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent
in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed
as set forth in Section 3.4 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or
professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or
nominees and shall not be responsible for the acts or omissions of such agents, representatives, attorneys, custodians or nominees appointed
with due care.
2.4. Right Not Duty Undertaken.
The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties.
ARTICLE 3
PROVISIONS CONCERNING THE ESCROW AGENT
3.1. Indemnification. The
Parties, jointly and severally, hereby indemnify and defend the Escrow Agent and its directors, officers, employees and agents (collectively,
the “Indemnified Parties”), and hold the Indemnified Parties harmless from any and against all liabilities, losses,
actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, (including, without
limitation, negative interest, attorney’s fees and expenses and the costs of enforcement of this Escrow Agreement or any provision thereof),
which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of the Escrow Agent under
this Escrow Agreement or arising out of the existence of the Escrow Account, except to the extent the same shall be have been finally
adjudicated to have been directly caused by the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall have a first
lien against the Escrow Account to secure the obligations of the parties hereunder. The terms of this paragraph shall survive termination
of this Escrow Agreement.
3.2. Limitation of Liability.
THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION
WITH THIS ESCROW AGREEMENT, THE ESCROW ACCOUNT, THE ESCROW PROPERTY, OR THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR
EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
(II) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF
THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION, OR (III) ANY AMOUNT
IN EXCESS OF THE VALUE OF THE ESCROW PROPERTY.
3.3. Resignation or Removal.
The Escrow Agent may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to each Party. At
such time, all fees and expenses to which the Escrow Agent is entitled shall be immediately due and payable to Escrow Agent. The Parties
may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and
expenses to which it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective
thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility
thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed by the
Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed
to appoint a successor escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or
removal, the Escrow Agent shall be entitled, at its sole discretion and at the expense of the Company, to (a) return the Escrow Property
to the Company, or (b) petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate
relief, and any such resulting appointment shall be binding upon the Parties.
3.4. Compensation. (a) The
Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit C, which
compensation shall be paid by the Company. Such compensation is intended for the Escrow Agent’s services as contemplated by this Escrow
Agreement. In addition to such compensation, in the event that the conditions for the disbursement of funds under this Escrow Agreement
are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest
in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder,
or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow
Agent shall be compensated for such extraordinary services and any services or work performed by Escrow Agent in connection with any delay,
controversy, litigation or event, and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses,
occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty
(30) days of the date due, of which an invoice is issued and delivered to the Company, the Escrow Agent in its sole discretion may charge
interest on such amount up to the highest rate permitted by applicable law.
(b) As security for the due and punctual performance of any and all
of the Parties’ obligations to the Escrow Agent hereunder, now or hereafter arising, the Parties, individually and collectively,
hereby pledge, assign and grant to the Escrow Agent a continuing security interest in, and a lien on and right of setoff against, the
Escrow Property and all distributions thereon, investments thereof or additions thereto (whether such additions are the result of deposits
by the Parties or the investment of Escrow Property or otherwise). If any fees, expenses or costs incurred by, or any obligations owed
to, the Escrow Agent hereunder are not promptly paid when due, the Escrow Agent may reimburse itself therefor from the Escrow Property,
and may sell, convey or otherwise dispose of any Escrow Property for such purpose. The security interest and setoff rights of the Escrow
Agent shall at all times be valid, perfected and enforceable by the Escrow Agent against the Parties and all third parties in accordance
with the terms of this Escrow Agreement.
The terms of this Section 3.4 shall survive termination of this Escrow
Agreement.
3.5. Disagreements. If any
conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of
any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action
to be taken hereunder, the Escrow Agent may, at its option, refuse to act until the Escrow Agent (a) receives a final non-appealable order
of a court of competent jurisdiction directing delivery of the Escrow Property or (b) receives a written instruction, executed by each
of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Escrow Agent, directing delivery of the
Escrow Property. The Escrow Agent will be entitled to act on any such written instruction or final, non-appealable order of a court of
competent jurisdiction without further question, inquiry or consent. The Escrow Agent may file an interpleader action in a state or federal
court, and upon the filing thereof, the Escrow Agent will be relieved of all liability as to the Escrow Property and will be entitled
to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining
any such interpleader action. In the event the Escrow Agent receives conflicting instructions hereunder, the Escrow Agent shall be fully
protected in refraining from acting until such conflict is resolved to the satisfaction of the Escrow Agent.
3.6. Merger or Consolidation.
Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which
it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or
any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is
a party, shall be and become the successor escrow agent under this Escrow Agreement and shall have and succeed to the rights, powers,
duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of
any further act.
3.7. Attachment of Escrow
Property; Compliance with Legal Orders. In the event that any Escrow Property shall be attached, garnished or levied upon by any court
order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered
by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond
as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of
its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies with any
such writ, order or decree it shall not be liable to any Party or to any other person, firm or corporation, should, by reason of such
compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
3.8. Force Majeure. The Escrow
Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions; loss or malfunctions
of utilities including but not limited to, computer (hardware or software), payment systems, or communications services; hacking, cyber-attacks
or other unauthorized infiltration of the Escrow Agent’s information technology infrastructure; accidents; labor disputes; acts
of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the
circumstances.
3.9. Compliance with Legal
Orders. The Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to
the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with
the advice or opinion of such counsel.
ARTICLE 4
MISCELLANEOUS
4.1. Successors and Assigns.
This Escrow Agreement shall be binding on and inure to the benefit of each Party and the Escrow Agent and their respective successors
and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No assignment of the interest of any of the
Parties and the Escrow Agent shall be binding unless and until written notice of such assignment shall be delivered to the other Party
and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably
withheld).
4.2. Escheat. Each Party
is aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable
state. The Escrow Agent shall have no liability to either Party or any other party, should any or all of the Escrow Property escheat by
operation of law.
4.3. Notices. All notices,
requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed
to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by overnight
delivery with a reputable national overnight delivery service, (iv) by mail or by certified mail, return receipt requested, and postage
prepaid, or (v) by electronic transmission; including by way of e-mail (as long as such email is accompanied by a PDF or similar version
of the relevant document bearing the signature of an Authorized Representative for the Party sending the notice) with email confirmation
of receipt. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United
States mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility
of each Party to notify the Escrow Agent in writing of any name or address changes. In the case of communications delivered to the Escrow
Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.
If to the Company:
CCSC Technology International Holdings Limited
1301-03, 13/f Shatin Galleria, 18-24 Shan Mei Street
Fotan, Shatin
Hong Kong 00852-26870272
Attn: Chee Hui Law
Email: chlaw@ccsc-interconnect.com
Fax No.: 00852-26871176
with a copy (which shall not constitute notice) to:
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, New York 10005
Attn: Ying Li, Esq.
Email: yli@htflawyers.com
Fax No. 1+212-202-638
If to the Representative:
Revere Securities, LLC
650 Fifth Avenue, 35th Floor
New York, New York 10022
Attn: Dajiang Guo
Email: dguo@reveresecurities.com
Fax No. 212 688-2454
with a copy (which shall not constitute notice) to:
Becker & Poliakoff LLP
45 Broadway,17th Floor
New York, NY 10006
Attn: Victor J. DiGioia, Esq.
Email: vdigioia@beckerlawyers.com
Fax No: 212-557-0295
If to the Escrow Agent:
Wilmington Trust, National Association
Corporate Client Services
99 Wood Street South, 10th Floor
Iselin, NJ 08830
Attn: [________________]
Facsimile: (___) ___-____
Email address: [________________]
4.4. Governing Law. This Escrow
Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any laws relating
to choice of laws (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.
4.5. Venue. Each Party and the Escrow Agent hereby consent to
the exclusive personal jurisdiction of the courts located in County of New York in the State of New York in the event of a dispute
arising out of or under this Escrow Agreement. Each Party and the Escrow Agent hereby irrevocably waives any objection to the laying of
the venue of any suit, action or proceeding and irrevocably submits to the exclusive jurisdiction of such court in such suit, action or
proceeding.
4.6. Entire Agreement. This
Escrow Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to the Escrow Property
and supersedes all prior agreements and understandings, oral or written. If a court of competent jurisdiction declares a provision invalid,
it will be ineffective only to the extent of the invalidity, so that the remainder of the provision and Escrow Agreement will continue
in full force and effect. In the event of any direct conflict of the terms of this Escrow Agreement with the terms of the Underwriting
Agreement, as with respect to the rights of the Company and the Representative, the terms of the Underwriting Agreement shall control
and prevail; provided, in no event shall the Escrow Agent be bound by the terms of the Underwriting Agreement. This Escrow Agreement is
not intended to confer upon any person other than the parties hereto any rights or remedies.
4.7. Amendment. This Escrow
Agreement may be amended, modified, supplemented, superseded, rescinded, or canceled only by a written instrument executed by the Parties
and the Escrow Agent; provided that Exhibit B-1 or Exhibit B-2, as applicable, may be amended at any time in accordance
with Section 1.4.
4.8. Waivers. The failure
of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement shall in
no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Escrow Agreement of any such
condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances,
shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach
of any other term, covenant, representation, or warranty contained in this Escrow Agreement.
4.9. Interpretation. Section
headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify
any of the terms or provisions of this Escrow Agreement. Unless otherwise indicated by the context, the singular shall include the plural
and the plural shall include the singular. Any references to an Exhibit is a reference to an Exhibit of this Escrow Agreement.
4.10. Electronic Signatures;
Facsimile Signatures; Counterparts. This Escrow Agreement may be executed in one or more counterparts. Such execution of counterparts
may occur by manual signature, electronic signature, facsimile signature, manual signature transmitted by means of facsimile transmission
or manual signature contained in an imaged document attached to an email transmission, and any such execution that is not by manual signature
shall have the same legal effect, validity and enforceability as a manual signature. Each such counterpart executed in accordance with
the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange
of executed copies of this Escrow Agreement or of executed signature pages to this Escrow Agreement by electronic transmission, facsimile
transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof. Any
copy of this Escrow Agreement which is fully executed and transmitted in accordance with the terms hereof may be used for all purposes
in lieu of a manually executed copy of this Escrow Agreement and shall have the same legal effect, validity and enforceability as if executed
by manual signature.
4.11. Waiver of Jury Trial.
EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT
OF THIS ESCROW AGREEMENT.
[The remainder of this page left intentionally
blank.]
IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as
of the date first written above.
| CCSC TECHNOLOGY INTERNATIONAL HOLDINGS LIMITED |
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| REVERE SECURITIES LLC |
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| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent |
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EXHIBIT A
Form of Written Direction
[Form to be provided by Company/Representative, provided that any
alternative form contain substantially all information in the table below]
Example for reference purposes only:
[date]
Wilmington Trust, National Association
[Corporate Client Services
1100 N. Market Street
Wilmington, DE 19890]
Attention: [name]
Re: Escrow Account No.: [##], [escrow account name]
Ladies and Gentlemen:
Reference is made to the Escrow Agreement, dated as of January XX,
2024 entered into by and among CCSC Technology International Holdings Limited (“Company]”), Revere Securities LLC (“Representative”)
and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as escrow agent (the “Escrow Agent”). Capitalized
terms defined in the Escrow Agreement shall have the same meanings when used herein. This letter is a [__] Written Direction referred
to in Section [___] of the Escrow Agreement.
Oseas Zuluaga and Chee Hui Law hereby jointly instruct the Escrow Agent
to release the funds in the Escrow Account in the amounts, and to the account(s), as follows:
| (i) |
Amount: |
(ii) |
| (iii) |
Beneficiary Bank Name: |
(iv) |
| (v) |
Beneficiary Bank Address |
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| (vi) |
Line 1: |
(vii) |
| (viii) |
Beneficiary Bank Address |
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| (ix) |
Line 2: |
(x) |
| (xi) |
Beneficiary Bank Address |
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| (xii) |
Line 3: |
(xiii) |
| (xiv) |
ABA#: |
(xv) |
| (xvi) |
SWIFT#: |
(xvii) |
| (xviii) |
Beneficiary Account Title: |
(xix) |
| (xx) |
Beneficiary Account No./IBAN: |
(xxi) |
| (xxii) |
Beneficiary Address |
|
| (xxiii) |
Line 1: |
(xxiv) |
| (xxv) |
Beneficiary Address |
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| (xxvi) |
Line 2: |
(xxvii) |
| (xxviii) |
Beneficiary Address |
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| (xxix) |
Line 3: |
(xxx) |
| (xxxi) |
Additional Information: |
(xxxii) |
| CCSC TECHNOLOGY INTERNATIONAL HOLDINGS LIMITED |
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| By: |
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| Name: |
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| Title: |
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| Date: |
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| REVERE SECURITIES LLC |
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| By: |
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| Name: |
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| Title: |
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| Date: |
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EXHIBIT B
EXHIBIT B-1
CERTIFICATE AS TO AUTHORIZED SIGNATURES
OF THE COMPANY
The Company hereby designates each of the following persons as its
Authorized Representative for purposes of this Escrow Agreement, and confirms that the title, contact information and specimen signature
of each such person as set forth below is true and correct. Each such Authorized Representative is authorized to initiate and approve
transactions of all types for the Escrow Account established under this Escrow Agreement to which this Exhibit B-1 is attached,
on behalf of the Company.
Name (print):
Specimen Signature:
Title:
Telephone Number (required):
If more than one, list all Office:
Cell:
Home:
Other:
E-mail (required):
If more than one, list all Email 1:
Email 2:
Facsimile:
Name (print):
Specimen Signature:
Title:
Telephone Number (required):
If more than one, list all Office:
Cell:
Home:
Other:
E-mail (required):
If more than one, list all Email 1:
Email 2:
Facsimile:
Name (print):
Specimen Signature:
Title:
Telephone Number (required):
If more than one, list all Office:
Cell:
Home:
Other:
E-mail (required):
If more than one, list all Email 1:
Email 2:
Facsimile:
COMPLETE BELOW TO UPDATE EXHIBIT B-1
If the Company wishes to change the names or details of any of its
Authorized Representatives, the Company must complete, sign and send to Escrow Agent an updated copy of this Exhibit B-1 with such
changes. Any updated Exhibit B-1 shall be effective once signed by the Company and Escrow Agent and shall entirely supersede and
replace any prior Exhibit B-1 attached to this Escrow Agreement or submitted to Escrow Agent.
| COMPANY |
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| By: |
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| Name: |
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| Title: |
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| Date: |
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| WILMINGTON TRUST, NATIONAL ASSOCIATION |
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| By: |
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| Name: |
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| Title: |
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| Date: |
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Internal Use Only:
| ☐ | Updated details of Authorized Representatives completed in full |
| ☐ | Signed by a representative of the Company per relevant board
resolutions/certificate of incumbency on file (if relevant). |
| ☐ | Call-back performed to the Company to confirm authenticity of
updated Exhibit B-1: |
Person Called: Date of Call: Time of Call: am/pm
Reviewed by (name): Signature: Date:
EXHIBIT B-2
CERTIFICATE AS TO AUTHORIZED SIGNATURES
OF REPRESENTATIVE
The Representative hereby designates each of the following persons
as its Authorized Representative for purposes of this Escrow Agreement, and confirms that the title, contact information and specimen
signature of each such person as set forth below is true and correct. Each such Authorized Representative is authorized to initiate and
approve transactions of all types for the Escrow Account[s] established under this Escrow Agreement to which this Exhibit B-2 is attached,
on behalf of the Representative.
Name (print):
Specimen Signature:
Title:
Telephone Number (required):
If more than one, list all Office:
Cell:
Home:
Other:
E-mail (required):
If more than one, list all Email 1:
Email 2:
Facsimile:
Name (print):
Specimen Signature:
Title:
Telephone Number (required):
If more than one, list all Office:
Cell:
Home:
Other:
E-mail (required):
If more than one, list all Email 1:
Email 2:
Facsimile:
Name (print):
Specimen Signature:
Title:
Telephone Number (required):
If more than one, list all Office:
Cell:
Home:
Other:
E-mail (required):
If more than one, list all Email 1:
Email 2:
Facsimile:
COMPLETE BELOW TO UPDATE EXHIBIT B-2
If the Representative wishes to change the names or details of any
of its Authorized Representatives, the Representative must complete, sign and send to Escrow Agent an updated copy of this Exhibit
B-2 with such changes. Any updated Exhibit B-2 shall be effective once signed by the Representative and Escrow Agent and shall
entirely supersede and replace any prior Exhibit B-2 attached to this Escrow Agreement or submitted to Escrow Agent.
| REVERE SECURITIES LLC |
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| By: |
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| Name: |
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| Title: |
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| Date: |
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| WILMINGTON TRUST, NATIONAL ASSOCIATION |
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| By: |
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| Name: |
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| Title: |
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| Date: |
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Internal Use Only:
| ☐ | Updated details of Authorized Representatives completed in full |
| ☐ | Signed by a representative of the Representative per relevant
board resolutions/certificate of incumbency on file (if relevant). |
| ☐ | Call-back performed to the Representative to confirm authenticity
of updated Exhibit B-2: |
Person Called: Date of Call: Time of Call: am/pm
Reviewed by (name): Signature: Date:
EXHIBIT C
Fees of Escrow Agent $3,500.00
Acceptance Fee: TBD
Initial Fees as they relate to Wilmington Trust, N.A. acting in the
capacity of Escrow Agent – includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow Account(s)
and accounting records; and coordination of receipt of funds for deposit to the Escrow Account(s). Acceptance Fee payable prior to, or
within one business day after, the Escrow Agreement is executed by all parties.
Escrow Agent Administration Fee: TBD
For ordinary administrative services by Escrow Agent – includes
daily routine account management; investment transactions; cash transaction processing (including wire and check processing); monitoring
claim notices pursuant to the agreement; disbursement of funds in accordance with the agreement; and mailing of trust account statements
to all applicable parties. This fee shall be payable [monthly/annually/other(fill in)].
Wilmington Trust, N.A.’s fees are based on the following assumptions:
| ● | Number of Escrow Accounts to be established: One (1) |
| ● | Estimated Term of Escrow Agreement: TBD |
| ● | Investment of Escrow Property in: TBD |
| Out-of-Pocket Expenses: |
Billed at Cost |
62
