UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-42378
Li Bang International Corporation Inc.
No. 190 Xizhang Road, Gushan Town, Jiangyin
City, Jiangsu Province
People’s Republic of China
+86 0510-81630030
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
On October 24, 2024, the Company closed its initial
public offering (the “IPO”) of 1,520,000 ordinary shares, par value $0.0001 per share (the “Shares”). The Company
completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-262367, “Form F-1”), originally filed with
the U.S. Securities and Exchange Commission (the “SEC”) on January 27, 2022 (as amended) (the “Registration Statement”).
The Registration Statement was declared effective by the SEC on September 30, 2024. The Shares were priced at $4.00 per share, and the
offering was conducted on a firm commitment basis. The Shares were previously approved for listing on The Nasdaq Capital Market and commenced
trading under the ticker symbol “LBGJ” on October 23, 2024
On October 22, the Company entered into an underwriting
agreement with Craft Capital Management LLC (the “Representative”). The underwriting agreement is attached hereto as Exhibit
1.1 and is incorporated by reference herein.
On October 24, 2024, the Company also issued to
the underwriters and their affiliates warrants to purchase up to an aggregate of 76,000 Shares, a copy of the form of warrant is attached
as Exhibit 4.1 hereto and incorporated herein by reference.
In connection with the IPO, the Company issued
a press release on October 22, 2024 announcing the pricing of the IPO and a press release on October 24, 2024 announcing the closing of
the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference
herein.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Li Bang International Corporation Inc. |
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| Date: October 24, 2024 |
By: |
/s/ Feng Huang |
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Name: |
Feng Huang |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
3
Exhibit 1.1
UNDERWRITING AGREEMENT
October 22, 2024
Craft Capital Management LLC
377 Oak Street, # 402
Garden City, NY 11530
As Representative of the Underwriters named on Annex A hereto
Ladies and Gentlemen:
The undersigned, Li Bang International
Corporation Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”),
hereby confirms its agreement (this “Agreement”) with the several underwriters named in Annex A hereto (collectively,
the “Underwriters,” and each an “Underwriter”), for whom Craft Capital Management LLC is acting as the representative
(in such capacity, the "Representative"), and including EF Hutton LLC (“EF Hutton”), as an underwriter. The Company
hereby agrees to issue and sell to the Underwriters an aggregate of 1,520,000 ordinary shares of the Company, with a par value of $0.0001
per share (the “Ordinary Shares”), which are referred to herein as the “Firm Shares.” The Company has also granted
to the Underwriters an option (the “Over-allotment Option”) to purchase up to 228,000 additional Ordinary Shares, on
the terms and for the purposes set forth in Section (1) b. hereof (the “Option Shares”). The Company has also
granted to the Representative warrants to purchase Ordinary Shares as set forth in Section (1) d. The Firm Shares, any Option Shares,
the Representative’s Warrants (as defined below) and the Warrant Shares (as defined below) purchased pursuant to this Agreement
are herein collectively called the “Securities.” The offering and sale of securities contemplated by this Agreement
are referred to herein as the “Offering.”
(1) Purchase
of Securities/Consideration.
a. Firm Shares. On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the Underwriters, severally and not jointly, an aggregate of 1,520,000 Firm Shares at a purchase price (net
of discount and commissions) of $3.70 per share. The Underwriters, severally and not jointly, agree to purchase from the Company the Firm
Shares set forth opposite their respective names on Annex A attached hereto and made a part hereof.
b. Option Shares.
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
hereby grants to the several Underwriters an option, severally and not jointly, to purchase all or any portion of the Option Shares at
the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more
than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative
to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date
and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing
Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date
on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage
of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter
is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such manner as the Representative
deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been,
or simultaneously are, sold and delivered.
c. Commission and
Expenses. In consideration of the services to be provided hereunder, the Company shall pay to the Underwriters or their respective
designees their pro rata portion (based on the number of Securities purchased) of (i) an underwriting discount equal to seven and a half
percent (7.5%) of the public offering price on the securities being offered (the “Underwriting Fee”), and (ii) a non-accountable
expense allowance of one percent (1%) of the gross proceeds of the Offering. In addition, the Company shall reimburse the Representative
for certain out-of-pocket accountable expenses, as set forth in Section 4(i), which reimbursement shall be reduced by any
Advances (as defined below) previously paid to the Representative. To the extent that the Underwriters’ incurred expenses are less
than the Advances previously paid, the Underwriters will return to the Company that portion of the Advances not offset by out-of-pocket
accountable expenses.
d. Representative’s
Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the First Closing Date, warrants
to purchase such number of Ordinary Shares equal to five percent (5%) of the total number of Ordinary Shares issued in such Offering (the
“Representative’s Warrants”). The Representative’s Warrants may be exercised by the payment of cash or
via cashless exercise, shall be exercisable four and a half years, such exercise period commencing six months after consummation of sales
of the Offering. The exercise price of the Representative’s Warrants is equal to one hundred and twenty five percent (125%) of the
public offering price of the Ordinary Shares. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the
Representative’s Warrants (“Warrant Shares”) will be deemed compensation by FINRA (as defined below), and therefore
will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Representative’s Warrants nor any
of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated,
or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of such securities by any person, for a period of 180 days beginning on the date of commencement of sales of the Offering, subject to
certain exceptions as set forth in FINRA Rule 5110(e)(2). The Company shall register the Representative’s Warrants and Warrant Shares
in the Registration Statement.
(2) Delivery
and Payment.
a. Delivery of and Payment
for Securities. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time, on October 24, 2024 or at such
other time as shall be agreed upon in writing by the Representative and the Company, and, with respect to the Option Shares, 10:00 A.M.,
Eastern time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters’
election to purchase such Option Shares, or at such other time as shall be agreed upon in writing by the Representative and the Company.
The hour and date of delivery of and payment for the Firm Shares is called the “First Closing Date,” and the time and
date for delivery of the Option Shares, if not the First Closing Date, is called a “Second Closing Date,” and each
such closing of the payment of the purchase price for, and delivery of the Securities is referred to herein as a “Closing.”
Each Closing shall be at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the
Company, and each Closing may be undertaken by remote electronic exchange of Closing documentation. Payment for the Securities shall be
made on the applicable Closing Date by wire transfer in Federal (same day) funds upon delivery to the Representative of the Securities
through the full fast transfer facilities of the Depository Trust Company (the “DTC”) for the account of the Underwriters.
The Securities shall be registered in such names and in such denominations as the Representative may request in writing at least two Business
Days prior to the applicable Closing Date. The Company shall not be obligated to sell or deliver the Securities to be purchased on such
Closing Date except upon tender of payment by the Representative for all such Securities.
(3) Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters that, as
of the date hereof and as of the First Closing Date and the Second Closing Date (as if made at such Closing Date):
a. Filing of Registration
Statement. The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form
F-1 (File No. 333-262367), including any related prospectus or prospectuses, for the registration of the Securities under 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. 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 paragraph (b) of Rule 430A of the Securities Act (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, then after such filing, the term “Registration Statement” shall include
such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on
the date hereof.
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 and filed with the Commission on January 27, 2022, that was included in the Registration
Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.”
The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called 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.
For purposes of
this Agreement:
“Applicable Time”
means 4:00 p.m., Eastern Time, on October 22, 2024.
“Business Day”
means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by
law to close in New York.
“Commission” means
the U.S. Securities and Exchange Commission.
“Effective Date”
means the date and time that the Registration Statement became effective.
“Execution Time” means
the date and time that this Agreement is executed and delivered by the parties to this Agreement.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”),
including any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the 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 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, in the form retained in the
Company’s records pursuant to Rule 433(g).
“Marketing Materials”
means written roadshow materials prepared by or on behalf of the Company and used or referred to by the Company or with the Company’s
express consent.
“Offering” means the
offering and sale of the Securities.
“Pricing Disclosure Package”
means the Pricing Prospectus, any Permitted Free Writing Prospectuses set forth on Schedule II and the information included
on Schedule I hereto, all considered together.
“Registration Statement”
means the registration statement referred to in Section 3(a) hereof including exhibits and financial statements and any
prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration
statement pursuant to Rule 430A, as amended, on the Effective Date and, in the event any post-effective amendment thereto becomes effective
prior to the First Closing Date, shall also mean such registration statement as so amended.
“Rule 158,” “Rule
163,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,”
“Rule 424,” “Rule 430A,” “Rule 430B” and “Rule 433” refer
to such rules under the Securities Act.
“SEC Filings” means
any filings made by the Company with the Commission.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
b. Disclosures
in Registration Statement.
i. 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. 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. 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 its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), except to the extent
permitted by Regulation S-T;
ii. Neither the Registration
Statement nor any amendment thereto, at the time each part thereto became effective pursuant to the Securities Act, as of the date of
this Agreement, at the First Closing Date or at the Second Closing Date, 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 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 the Underwriters consists solely of (i) the name(s)
of the Underwriters contained on the cover page and under the caption “Underwriting” in the Pricing Prospectus and Prospectus,
and (ii) the statement of the dealer concession in the sub-section titled “Fees, Commissions, and Expense Reimbursement” under
the caption “Underwriting” in the Prospectus (the “Underwriter Information”);
iii. The Pricing Disclosure
Package, as of the Applicable Time, as of the date of this Agreement, and at the First Closing Date and the Second Closing Date, 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; provided, however, that this representation
and warranty shall not apply to the Underwriter Information. Each Issuer Free Writing Prospectus does not conflict with the information
contained in the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, and each Issuer 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 light of the circumstances under
which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the
Underwriter Information; and
iv. Neither the Prospectus nor
any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at
the First Closing Date or the Second 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
Underwriter Information.
c. 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 to be described in the Registration Statement, the Pricing Disclosure Package or 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 any of the Company or its Subsidiaries (as defined below) is a party or by which any of
them is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package or the Prospectus,
or (ii) that is material to the business of the Company and its Subsidiaries, has been duly authorized and validly executed by the Company
or a Subsidiary, as applicable, is in full force and effect in all material respects and is enforceable against the Company or such Subsidiary,
as applicable, 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 any of the
Company or its Subsidiaries, and neither the Company or such Subsidiary, as applicable, 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. To the best of the Company’s knowledge, performance by the Company or
a Subsidiary, as applicable, 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 authority, agency or court, domestic or foreign, having jurisdiction over the Company or
its Subsidiaries or any of their respective assets or businesses, including those relating to environmental laws and regulations, except
to the extent that the violation would not result in a Material Adverse Change (as defined below).
d. Good Standing.
The Company has been duly formed, is validly existing as an exempted company limited by shares in good standing under the laws of the
Cayman Islands, has the corporate power and authority to own its property and to conduct its business as described in the Pricing Disclosure
Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified
or be in good standing would not result in a Material Adverse Change.
e. Subsidiaries.
Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”)
has been identified on Schedule III hereto. Each of the Subsidiaries has been duly formed, is validly existing as an
entity in good standing under the laws of the jurisdiction of its formation, has the corporate power and authority to own its property
and to conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the outstanding equity interests
of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid and
non-assessable and, except as described in the Pricing Disclosure Package and the Prospectus, are free and clear of all liens, encumbrances,
equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or
similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries
comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect.
Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect
effective control, except as described in the Pricing Disclosure Package and the Prospectus.
f. [RESERVED.]
g. 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 Pricing Disclosure Package
and the Preliminary Prospectus.
h. Regulations.
i. The disclosures in the Pricing
Disclosure Package and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Offering and the
Company’s business as currently contemplated are correct in all material respects and no other such regulations are required to
be disclosed pursuant to the Securities Act in the Registration Statement, the Pricing Disclosure Package or the Prospectus which are
not so disclosed.
ii. Except as described in the
Pricing Disclosure Package and the Prospectus, each of the Company and its Subsidiaries has complied, and has taken all steps to ensure
compliance, in material respects, by each of its shareholders, directors and officers that is, or is directly or indirectly owned or controlled
by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies in effect on the applicable
Closing Date (including but not limited to the Ministry of Commerce, the National Development and Reform Commission, the China Securities
Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange) (the “SAFE”) relating
to overseas investment by PRC residents and citizens (the “PRC Overseas Investment and Listing Regulations”), including,
requesting each such person that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration
and other procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations
of the SAFE).
iii. The Company is aware of
and has been advised as to the content of the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and
any official clarifications, guidance, interpretations, implementation rules, revisions in connection with or related thereto in effect
on the applicable Closing Date (the “PRC Mergers and Acquisitions Rules”) 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 the State Administration of Foreign Exchange on August 8, 2006, including the provisions thereof which purport to require
offshore special purpose entities formed for listing purposes and controlled directly or indirectly by PRC companies or individuals to
obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange. The Company has received
legal advice specifically with respect to the PRC Mergers and Acquisitions Rules from its PRC counsel, and the Company understands such
legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration
Statement and each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Securities,
the listing and trading of the Securities on the Exchange (as defined below) and the consummation of the transactions contemplated by
this Agreement and the Representative’s Warrants (A) are not and will not be, as of the date hereof or at the applicable Closing
Date, as the case may be, adversely affected by the PRC Mergers and Acquisitions Rules and (B) do not require the prior approval of the
CSRC.
i. Absence of Certain
Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective
dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries has incurred
any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends
or made any distribution of any kind with respect to its share capital; and there has not been any change in the share capital (other
than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding
options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as
a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or
other rights to purchase the share capital of the Company or any of its Subsidiaries, or any material adverse change in the general affairs,
condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and
its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected
to result in any Material Adverse Change.
j. Independent
Accountants. Wei, Wei & Co., LLP (the “Auditor”), which has expressed its opinion with respect to
the financial statements and schedules filed as a part of the Registration Statement and included in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, is (i) an independent public accounting firm within the meaning of the Securities Act, (ii) a registered
public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”))
and (iii) not in violation of the auditor independence requirements of the Sarbanes-Oxley Act.
k. Financial Statements,
etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, comply in all material respects with the requirements of the Securities Act and fairly
present the financial position and the results of operations of the Company and its Subsidiaries at the dates and for the periods to which
they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“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 included in the Registration Statement present fairly the information required to be stated therein. Except as included therein,
no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package
or the Prospectus under the Securities Act. 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, comply with Item 10 of Regulation S-K of the Securities Act. Each of the Registration Statement, the Pricing Disclosure Package
and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company and its Subsidiaries with unconsolidated entities or other persons that may have a material current
or future effect on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses of the Company and its Subsidiaries.
l. Capitalization;
the Securities; Registration Rights. All of the issued and outstanding shares of capital equity of the Company, including the
outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with
all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or
purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the
holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the
Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been
validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason
of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the
Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement,
in the Pricing Disclosure Package and in the Prospectus, (i) there are no pre-emptive rights or other rights to subscribe for or to purchase,
or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Amended and Restated Memorandum
and Articles of Association (“Memorandum and Articles of Association”) (or other organizational documents) or any agreement
or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement
nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration
of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”), and (iii) any person
to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after
the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in
the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the
Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus.
m. Validity and
Binding Effect of Agreements. Each of this Agreement and the Representative’s Warrants has been duly and validly authorized
by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may
be limited under 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.
n. No Conflicts,
etc. The execution, delivery and performance by the Company of this Agreement and the Representative’s Warrants, 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 a breach 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 any of the Company and the Subsidiaries pursuant to the terms of any agreement
or instrument to which any of the Company or the Subsidiaries, as applicable, is a party; (ii) result in any violation of the provisions
of the Company’s Memorandum and Articles of Association (as the same may be amended or restated from time to time, the “Organizational
Documents”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental
authority as of the date hereof, except in the case of (i) or (iii), such as would not result in a Material Adverse Change.
o. No Defaults;
Violations. No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default,
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 agreement
or instrument to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries may be bound
or to which any of their respective properties or assets is subject. None of the Company or its Subsidiaries is (i) in violation of any
term or provision of its constitutive or organizational documents, or (ii) in violation of any franchise, license, permit, applicable
law, rule, regulation, judgment or decree of any governmental authority, except such as would not result in a Material Adverse Change.
p. Corporate Power;
Licenses; Consents.
i. Conduct of Business.
Each of the Company and its Subsidiaries has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof
to conduct its business as described in the Pricing Disclosure Package and the Prospectus.
ii. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Representative’s
Warrants and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required
in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or
other body is required for the valid issuance, sale and delivery of the Securities and the consummation of the transactions and agreements
contemplated by this Agreement and the Representative’s Warrants and as contemplated by the Pricing Disclosure Package and the Prospectus,
except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory
Authority, Inc. (“FINRA”).
q. D&O Information.
All information concerning the Company’s directors, officers and principal shareholders described in the Pricing Disclosure Package
and the Prospectus, is true and correct in all material respects and the Company has not become aware of any information which would cause
such information to become materially inaccurate or incorrect.
r. Litigation;
Governmental Proceedings. Except as set forth in the Pricing Disclosure Package and in the Prospectus, there is not pending or,
to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding (i) to which the Company or any Subsidiary
is a party or (ii) which has as the subject thereof any officer or director of, any employee benefit plan sponsored or any property or
assets owned or leased by, the Company or any Subsidiary before or by any court or governmental authority, or any arbitrator, which, individually
or in the aggregate, might result in any Material Adverse Change, or would materially and adversely affect the ability of the Company
to perform its obligations under this Agreement and the Representative’s Warrants or which are otherwise material in the context
of the sale of the Securities. There are no current or, to the knowledge of the Company, pending, legal, governmental or regulatory actions,
suits or proceedings (x) to which the Company or any Subsidiary is subject or (y) which has as the subject thereof any officer or director
of, any employee plan sponsored by or any property or assets owned or leased by, the Company or any Subsidiary, that are required to be
described in the Registration Statement, Pricing Disclosure Package and Prospectus and that have not been so described.
s. Insurance.
Except as disclosed in the Pricing Disclosure Package and the Prospectus, each of the Company and its Subsidiaries carries, or is covered
by, insurance from reputable insurers in such amounts and covering such risks as is adequate for the conduct of its business and the value
of its properties and as is customary for companies engaged in similar businesses in similar industries; all policies of insurance and
any fidelity or surety bonds insuring any of the Company or its Subsidiaries or their respective businesses, assets, employees, officers
and directors to any material extent are in full force and effect; each of the Company and its Subsidiaries is in compliance with the
terms of such policies and instruments in all material respects; there are no material claims by any of the Company or its Subsidiaries
under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights
clause; none of the Company or its Subsidiaries has been refused any insurance coverage sought or applied for; and none of the Company
or its Subsidiaries has reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not result
in a Material Adverse Change.
t. Transactions
Affecting Disclosure to FINRA.
i. Finder’s
Fees. Except as described in the Pricing Disclosure Package and the Prospectus, there are no claims, payments, arrangements, agreements
or understandings relating to the payment of a finder’s, broker’s, agent’s, consulting or origination fee by the Company
or any Subsidiary with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the
Company or any Subsidiary or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation,
as determined by FINRA.
ii. Payments Within
Twelve Months. Except as described in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries
has made any direct or indirect payments (in cash, securities or otherwise) to: (A) 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; (B) any FINRA member; or (C) any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the twelve months prior to the Effective Date, other than the payment to the Underwriters as provided hereunder
in connection with the Offering.
iii. 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.
iv. FINRA Affiliation.
There are no affiliations or associations between (A) any member of the FINRA and (B) the Company or any of its Subsidiaries or any of
their respective officers, directors or, to the knowledge of the Company, 5% or greater security holders or, to the knowledge of the Company,
any beneficial owner of the Company’s unregistered equity securities that were acquired at any time on or after the 180th day immediately
preceding the date that the Registration Statement was initially filed with the Commission.
v. Information.
All information provided by the Company in its FINRA questionnaire to the Underwriters’ counsel specifically for use by the Underwriters’
counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all
material respects.
u. Foreign Corrupt
Practices Act. Neither the Company nor any of its Subsidiaries or their respective affiliates, nor any director or officer, nor,
to the Company’s knowledge, any employee, agent or representative of the Company or of any of its Subsidiaries or their respective
affiliates, has (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (B) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval
of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official”
(including any officer or employee of a government or government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate
for political office) to influence official action or secure an improper advantage; or (C) made, offered, agreed, requested or taken an
act in furtherance of any unlawful bribe or other unlawful benefit, including, any rebate, payoff, influence payment, kickback or other
unlawful or improper payment or benefit; and the Company and its Subsidiaries and their respective affiliates have conducted their businesses
in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures
designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.
v. Compliance with
OFAC.
i. None of the Company or its
Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative
of any of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that
is:
A. the subject of any sanctions
administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council,
the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
nor
B. located, organized or resident
in a country or territory that is the subject of Sanctions (including, Burma/Myanmar, Iran, Libya, North Korea, Sudan and Syria) save
except for Hong Kong.
ii. The Company will not, directly
or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other individual or entity:
A. to fund or facilitate any
activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation,
is the subject of Sanctions; or
B. in any other manner that
will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering,
whether as underwriter, advisor, investor or otherwise).
iii. For the past five years,
none of the Company or its Subsidiaries has knowingly engaged in, and is now knowingly engaged in, any dealings or transactions with any
individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
w. Money Laundering
Laws. None of the Company or its Subsidiaries, their respective affiliates nor any of their respective officers, directors, supervisors,
managers, agents, or employees, has violated, the Company’s participation in the Offering will not violate, and the Company and
its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with, each of the following
laws: (A) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not
limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended,
the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope or (B) anti-money laundering laws, including
but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money
laundering, including, Title 18 US. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering
principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of
which the United States is a member and with which designation the United States representative to the group or organization continues
to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any
orders or licenses issued thereunder.
x. Lock-Up Agreements. Schedule
IV hereto contains a complete and accurate list of the Company’s officers, directors and certain beneficial owners of the
Company’s outstanding Ordinary Shares (or securities convertible 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,
in the form attached hereto as Exhibit A-1 (for officers, directors and 5% or greater shareholders) (the “Lock-Up
Agreement”), prior to the execution of this Agreement. The Company will enforce the terms of each Lock-Up Agreement and issue
stop-transfer instructions to its transfer agent and registrar for the Ordinary Shares with respect to any transaction or contemplated
transaction that would constitute a breach of or default under the applicable Lock-Up Agreement. If the Representative, in its sole discretion,
agrees to release or waive the restrictions of any Lock-Up Agreement between an officer or director of the Company and the Representative
and provides the Company with notice of the impending release or waiver at least three Business Days before the effective date of such
release or waiver, the Company agrees to announce the impending release or waiver by means of a press release substantially in the form
of Exhibit B hereto, issued through a major news service, at least two Business Days before the effective date of the
release or waiver.
y. Related Party
Transactions. There are no business relationships or related party transactions involving the Company or any of its Subsidiaries
or any other person required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that have
not been described as required.
z. Sarbanes-Oxley
Compliance. Except in each case as disclosed in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus:
i. Disclosure Controls.
To the extent required, the Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14
under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange
Act”) and such controls and procedures are effective in ensuring that material information relating to the Company is made known
to the principal executive officer and the principal financial officer. The Company has utilized such controls and procedures in preparing
and evaluating the disclosures in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus.
ii. Compliance.
The Company is in compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such
programs and taken reasonable steps to ensure its future compliance (not later than the relevant statutory and regulatory deadlines therefor)
with all of the provisions of the Sarbanes-Oxley Act.
iii. Accounting Controls.
To the extent required, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that
(A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States
and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific
authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. Except as disclosed in the Registration Statement, in the Pricing Disclosure Package
and in the Prospectus, the Company’s internal control over financial reporting is effective and none of the Company, its board of
directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined
by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material,
that involves management or other employees of the Company who have a significant role in the Company’s internal controls; and since
the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether
or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase-in periods specified
in the applicable rules of the Exchange (“Exchange Rules”), validly appointed an audit committee to oversee internal
accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors
and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.
aa. Investment
Company Act. None of the Company or its Subsidiaries is or, after giving effect to the Offering and the application of the proceeds
thereof as described in the Pricing Disclosure Package and the Prospectus, will be, required to register as an “investment company,”
as defined in the Investment Company Act of 1940, as amended.
bb. No Labor Disputes. No
labor problem or dispute with the employees of any of the Company or its Subsidiaries exists or is threatened or imminent, and the Company
is not aware of any existing or imminent labor disturbance by the employees of any of its or its Subsidiaries’ principal suppliers,
contractors or customers, that could result in a Material Adverse Change.
cc. Intellectual
Property Rights. Each of the Company and 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”) necessary for the conduct of its business
as currently carried on and as described in the Pricing Disclosure Package and the Prospectus. No action or use by any of the Company
or its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Pricing Disclosure Package
and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights
of others. None of the Company or its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted
Intellectual Property Rights of others. Except as would not 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 any of the Company or its Subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action,
suit, proceeding or claim by others challenging the rights of any of the Company or its Subsidiaries 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 3(cc), reasonably be expected to result in a Material Adverse
Change; (C) the Intellectual Property Rights owned by each of the Company or its Subsidiaries and, to the knowledge of the Company,
the Intellectual Property Rights licensed to any of the Company or its Subsidiaries 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 3(cc), 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 any of the Company or its Subsidiaries
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 in this Section 3(cc), reasonably
be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company or its Subsidiaries
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 its Subsidiaries,
or actions undertaken by the employee while employed with any of the Company or its Subsidiaries. To the Company’s knowledge, all
material technical information developed by and belonging to any of the Company or its Subsidiaries which has not been patented has been
kept confidential. None of the Company or its Subsidiaries is 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 Pricing Disclosure Package
and the Prospectus and are not described therein. The Pricing Disclosure Package and the Prospectus contain in all material respects the
same description of the matters set forth in the preceding sentence. None of the technology employed by any of the Company or its Subsidiaries
has been obtained or is being used by any of them in violation of any material contractual obligation binding on any of the Company or
its Subsidiaries or, to the Company’s knowledge, any of their respective officers, directors or employees, or otherwise in material
violation of the rights of any persons.
dd. Taxes. Except
as would not result, individually or in the aggregate, in a Material Change (A) each of the Company and its Subsidiaries has filed all
returns (as defined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time
for the filing thereof; and (B) each of the Company and its Subsidiaries has paid all taxes (as defined below) shown as due on such returns
that were filed and has paid all taxes imposed on or assessed against it. 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. 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 any of the Company or its Subsidiaries
and no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from any of
the Company or its Subsidiaries. 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.
ee. ERISA and Employee
Benefits Matters. None of the Company or its Subsidiaries maintains any “employee benefit plan” within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including any share purchase, share option, share-based
severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan
and all other employee benefit plans, agreements, programs, policies or other arrangements, under which (i) any current or former employee,
director or independent contractor has any present or future right to benefits and which are contributed to, sponsored by or maintained
by any of the Company or its Subsidiaries or (ii) any of the Company or its Subsidiaries has had or has any present or future obligation
or liability.
ff. Compliance
with Laws. Each of the Company and its Subsidiaries holds, and is operating in compliance in all material respects
with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental authority
or self-regulatory body required for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements,
consents, certifications and orders are valid and in full force and effect; and none of the Company or its Subsidiaries has received notice
of any revocation or modification of any such franchise, grant, authorization, license, permit, easement, consent, certification or order
or has reason to believe that any such franchise, grant, authorization, license, permit, easement, consent, certification or order will
not be renewed in the ordinary course; and each of the Company and its Subsidiaries is in compliance in all material respects with all
applicable federal, state, local and foreign laws, regulations, orders and decrees.
gg. Ownership of
Assets. Except as described in the Pricing Disclosure Package and the Prospectus, the properties held under lease by any of the
Company or its Subsidiaries is held by it under valid, subsisting and enforceable leases with only such exceptions with respect to any
particular lease as do not interfere in any material respect with the conduct of the business of the Company or its Subsidiaries, as applicable.
hh. Compliance
with Environmental Laws. Except as disclosed in the Pricing Disclosure Package and the Prospectus, none of the Company or its
Subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental authority or any court, domestic
or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates
any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination
pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability
or claim would, individually or in the aggregate, result in a Material Adverse Change; and none of the Company or its Subsidiaries is
aware of any pending investigation which might lead to such a claim. None of the Company or its Subsidiaries anticipates incurring any
material capital expenditures relating to compliance with Environmental Laws.
ii. Compliance
with Occupational Laws. Except as described in the Pricing Disclosure Package and the Prospectus, each of the Company and its
Subsidiaries (i) is in compliance, in all material respects, with any and all applicable foreign, federal, state and local laws, rules,
regulations, treaties, statutes and codes promulgated by any and all governmental authorities relating to the protection of human health
and safety in the workplace (“Occupational Laws”); (ii) has received all material permits, licenses or other approvals
required of it under applicable Occupational Laws to conduct its business as currently conducted; and (iii) is in compliance, in all material
respects, with all terms and conditions of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction
or claim is pending or, to the Company’s knowledge, threatened against any of the Company or its Subsidiaries relating to Occupational
Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting
practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.
jj. Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of
effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering
participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of any of the Securities and at the date
hereof, 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.
kk. Business Arrangements.
Except as disclosed in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has granted rights to
develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person or is bound by any agreement
that affects the exclusive right of any of the Company or its Subsidiaries to develop, manufacture, produce, assemble, distribute, license,
market or sell its products.
ll. Industry Data. The
statistical and market-related data included in each of 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. The Company has obtained all consents required for the inclusion of such
statistical and market-related data in each of the Pricing Disclosure Package and the Prospectus.
mm. 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 Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith.
nn. Emerging Growth
Company. From the time of initial confidential submission of the Registration Statement to the Commission (or, if
earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters
Communication (as defined below)) 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.
oo. Testing-the-Waters
Communications. The Company (i) has not alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters
Communications with the prior consent of the Representative 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) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms
that the Underwriters has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed
any Written Testing-the-Waters Communications (as defined below) other than those listed on Schedule V hereto. “Written
Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning
of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained
in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken
together with the Pricing Disclosure Package as of the Applicable Time, did not contain any 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.
pp. No Other Offering
Materials. The Company has not distributed and will not distribute any prospectus or other offering material in connection with
the Offering other than any Pricing Prospectus, the Pricing Disclosure Package or the Prospectus or other materials permitted by the Securities
Act to be distributed by the Company; provided, however, that, except as set forth on Schedule II, the Company
has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, except in accordance
with the provisions of Section 4(m) of this Agreement and, except as set forth on Schedule II, the Company
has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters Communication,
except in accordance with the provisions of Section 4(m) of this Agreement.
qq. Payments of
Dividends; Payments in Foreign Currency. Except as described in the Pricing Disclosure Package and the Prospectus, (i) none of
the Company or its Subsidiaries is prohibited, directly or indirectly, from (A) paying any dividends or making any other distributions
on its share capital, (B) making or repaying any loan or advance to the Company or any other Subsidiary or (C) transferring any of its
properties or assets to the Company or any other Subsidiary; and (ii) all dividends and other distributions declared and payable upon
the share capital of the Company or any of its Subsidiaries (A) may be converted into foreign currency that may be freely transferred
out of such person’s jurisdiction of incorporation, without the consent, approval, authorization or order of, or qualification with,
any court or governmental agency or body in such person’s jurisdiction of incorporation or tax residence, and (B) are not and will
not be subject to withholding, value added or other taxes under the currently effective laws and regulations of such person’s jurisdiction
of incorporation, without the necessity of obtaining any consents, approvals, authorizations, orders, registrations, clearances or qualifications
of or with any court or governmental agency or body having jurisdiction over such person.
rr. PFIC Status.
Based on the Company’s current income and assets and projections as to the value of its assets and the market value of its Securities,
including the current and anticipated valuation of its assets, the Company does not believe it was 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
most recent taxable year, and does not expect to become a PFIC for its current taxable year or in the foreseeable future.
ss. Foreign Private
Issuer. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the
first date on which the Company engaged directly 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 a “foreign private issuer” within the meaning of Rule 405 under the Securities
Act.
tt. 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.
uu. Stock Exchange
Listing. The Securities have been approved for listing on the Exchange upon official notice of issuance and, on the date the Registration
Statement became effective, the Company’s Registration Statement on Form 8-A or other applicable form under the Exchange Act, became
effective.
vv. No Stop Orders,
etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing
or suspending the use of 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.
ww. No Immunity.
None of the Company or its Subsidiaries or any of their respective properties, assets or revenues has any right of immunity, under the
laws of the Cayman Islands, Hong Kong, the PRC or the State of New York, from any legal action, suit or proceeding, the giving of any
relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any Cayman Islands, Hong Kong, the PRC,
New York or United States federal court, service of process, attachment upon or prior to judgment, or attachment in aid of execution of
judgment, or execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment,
in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this
Agreement or the Representative’s Warrants; and, to the extent that the Company or any of 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 as provided in this Agreement and the Representative’s Warrants.
xx. Validity of
Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Representative’s
Warrants is each a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands,
Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Warrants, has
legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States
Federal court sitting in the City of New York, New York County or the United States District Court for the Southern District of New York
(each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action
or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement
and the Representative’s Warrants has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized
agent for service of process in any action arising out of or relating to this Agreement, any preliminary prospectus, the Pricing Disclosure
Package, the Prospectus, the Registration Statement, or the offering of the Securities in any New York Court, and service of process effected
on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the
Representative’s Warrants.
yy. Enforceability
of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction
under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Representative’s
Warrants and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would
be declared enforceable against the Company, without re-examination or review of the merits of the cause of action in respect of which
the original judgment was given or re-litigation of the matters adjudicated upon, by the courts of the Cayman Islands, Hong Kong and the
PRC, provided that with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable
opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty
of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter
between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the
lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong
or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong
or the PRC.
zz. Officer’s
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to the Underwriters’
counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
(4) Certain Agreements
of the Company. The Company agrees with the Underwriters as follows:
a. Required Filings. The
Company will prepare and file a Prospectus with the Commission containing the Rule 430A Information omitted from the Preliminary Prospectus
within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b) and 430A of the Securities Act. If
the Company has elected to rely upon Rule 462(b) of the Securities Act to increase the size of the offering registered under the Securities
Act and the Rule 462(b) Registration Statement has not yet been filed and become effective, the Company will prepare and file the Rule
462 Registration Statement with the Commission within the time period required by, and otherwise in accordance with the provisions of,
Rule 462(b) and the Securities Act. The Company will prepare and file with the Commission, promptly upon the Representative’s request,
any amendments or supplements to the Registration Statement or Prospectus that, in the Representative’s reasonable opinion, may
be necessary or advisable in connection with the distribution of the Securities by the Underwriters; and the Company will furnish the
Representative and its counsel a copy of any proposed amendment or supplement to the Registration Statement or Prospectus and will not
file any amendment or supplement to the Registration Statement or Prospectus to which the Representative shall reasonably object by notice
to the Company after having been furnished a copy a reasonable time prior to the filing.
b. Notification
of Certain Commission Actions. The Company will advise the Representative, promptly after it shall receive notice
or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package,
the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Securities for offering or sale in
any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and the Company will promptly use its best
efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued.
c. Continued Compliance
with Securities Laws.
i. Within the time during which
a prospectus (assuming the absence of Rule 172) relating to the Securities is required to be delivered under the Securities Act by the
Underwriters or any dealer, the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time
in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof,
the Pricing Disclosure Package and the Prospectus. If during such period any event occurs as a result of which the Prospectus (or if the
Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) would include an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading,
or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not
yet available to prospective investors, the Pricing Disclosure Package) to comply with the Securities Act, the Company promptly will (x)
notify the Underwriters of such untrue statement or omission, (y) amend the Registration Statement or supplement the Prospectus (or, if
the Prospectus is not yet available to prospective purchasers, the Pricing Disclosure Package) (at the expense of the Company) so as to
correct such statement or omission or effect such compliance, and (z) notify the Underwriters when any amendment to the Registration Statement
is filed or becomes effective or when any supplement to the Prospectus (or, if the Prospectus is not yet available to prospective purchasers,
the Pricing Disclosure Package) is filed.
ii. If at any time following
issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication conflicted or would conflict with
the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus relating to the Securities 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 prevailing at that subsequent time, not misleading, the Company (x) has promptly
notified or promptly will notify the Underwriters of such conflict, untrue statement or omission, (y) has promptly amended or will promptly
amend or supplement, at its own expense, such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication to eliminate
or correct such conflict, untrue statement or omission, and (z) has notified or promptly will notify the Underwriters when such amendment
or supplement was or is filed with the Commission to the extent required to be filed by the Securities Act.
d. Rule 158. The
Company will make generally available to its security holders as soon as practicable, but in no event later than 16 months after the end
of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period beginning
after the effective date of the Registration Statement (which, for purposes of this paragraph, will be deemed to be the effective date
of the Rule 462(b) Registration Statement, if applicable) that shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder.
e. Furnishing of
Prospectuses. The Company will furnish to the Underwriters copies of the Registration Statement, including all exhibits,
any Statutory Prospectus relating to the Securities, the Final Prospectus and all amendments and supplements to such documents, in each
case as soon as available and in such quantities as the Underwriters reasonably requests. The Company will pay the expenses of printing
and distributing to the Underwriters all such documents.
f. Blue Sky Qualifications. The
Company shall take or cause to be taken all necessary action to qualify the Securities for sale under the securities laws of such domestic
United States or foreign jurisdictions as the Underwriters may reasonably designate and to continue such qualifications in effect so long
as required for the distribution of the Securities, except that the Company shall not be required in connection therewith to qualify as
a foreign corporation or to execute a general consent to service of process in any state.
g. Provision of
Documents. The Company will furnish, at its own expense, to the Underwriters and their counsel copies of the Registration Statement
(one of which will be signed and will include all consents and exhibits filed therewith), and to the Underwriters and any dealer each
Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and all amendments and supplements
to such documents, in each case as soon as available and in such quantities as the Underwriters may from time to time reasonably request.
h. Reporting Requirements. The
Company will use commercially reasonable efforts to file on a timely basis with the Commission such periodic and special reports as required
by the Exchange Act.
i. Payment of Expenses. The
Company shall be responsible for and shall pay all expenses relating to the Offering, including: (i) all filing fees and communication
expenses relating to the registration of the Securities and the filing of the offering materials with FINRA; (ii) all reasonable travel
and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Company; (iii)
translation costs for due diligence purposes; (iv) all fees, expenses and disbursements relating to the registration or qualification
of the Securities under the ‘blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably
designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s
counsel); (v) the costs of all mailing and printing of the placement documents, registration statements, prospectuses and all amendments,
supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi)
the costs of preparing, printing and delivering certificates representing the Securities, if any, and the fees and expenses of the transfer
agent for such Securities; (vii) the reasonable cost of road show meetings and preparation of a power point presentation; (viii) the legal
fees of Representative’s counsel in connection with the purchase and sale of the Securities; (ix) stock transfer and/or stamp taxes,
if any, payable upon the transfer of the Securities from the Company to the Underwriters; (x) the costs associated with bound volumes
of the Offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide
within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; and (xi) the expense of preparing
a “power point” presentation of the Company and its business. Notwithstanding anything contained herein to the contrary, the
Company’s obligation to pay accountable expenses of the Underwriters, including those set forth under items (ii), (iii), (iv), (vii),
(viii), (ix), (x), and (xi) above, shall not exceed $155,000 in the aggregate. In the event that the Offering is terminated, the Company
agrees to reimburse the Underwriters pursuant to Section 7 hereof. Any expense deposits paid by the Company will be returned
to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with
FINRA Rule 5110(g)(4)(A).
j. Use of Proceeds. The
Company will apply the net proceeds from the sale of the Securities to be sold by it hereunder for the purposes set forth in the Pricing
Disclosure Package and in the Prospectus and will file such reports with the Commission with respect to the sale of the Securities and
the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Securities Act.
k. Absence of Manipulation. The
Company has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause
or result in, or which has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities, and has not effected any sales of Ordinary Shares which are required to be disclosed in response to
Item 701 of Regulation S-K under the Securities Act which have not been so disclosed in the Registration Statement.
l. Emerging Growth
Company. The Company will promptly notify the Underwriters if the Company ceases to be an Emerging Growth Company at any time
prior to the later of (i) completion of the distribution of Securities within the meaning of the Securities Act and (B) completion of
the 180-day restricted period referenced to in Section 4(n) hereof.
m. Free Writing
Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the Representative, and the
Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make
any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free
writing prospectus required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed
to have been given in respect of the free writing prospectuses included in Schedule II. Any such free writing prospectus consented
to by the Company or the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company
represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus,
and has complied and will comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free
Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a
requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the
prior written consent of the Company, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other
than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are
qualified institutional buyers with 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.
n. Company Lock
Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement
and continuing to and including the date 365 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer,
pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares
or any securities convertible into or exercisable or exchangeable for Ordinary Shares or (ii) enter into any swap or other agreement that
transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to
the (a) Underwriters pursuant to this Agreement or (b) securities issued pursuant to acquisitions or strategic transactions approved by
a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders of a person)
which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business
of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to
the expiration of the Lock-Up Period. In addition, the Company will not purchase any shares of its capital stock during the 180-day period
following the date of the Final Prospectus, other than repurchases at cost or without cost pursuant to the terms of its share option and
restricted share purchase agreements, if any.
o. Transfer Agent/Financial
Relations Firm. The Company shall maintain, at its expense, a registrar and transfer agent for the Company’s Ordinary Shares
reasonably acceptable to the Underwriters, and shall retain such transfer agent for a period of not less than one year from the First
Closing Date. The Company shall engage and retain, at its expense, a financial relations firm for a period of time not to be less than
the expiration of the Representative’s Warrants.
p. Press Releases.
The Company shall not issue any press release without the Representative’s prior written consent, commencing on the date of this
Agreement and continuing for a period of 40 days from the First Closing Date, other than normal and customary releases issued in the ordinary
course of the Company’s business, each of which the Underwriters shall have a reasonable right to review in advance of publication.
q. PRC Compliance. The
Company shall comply with the PRC Overseas Investment and Listing Regulations, and use its reasonable efforts to cause holders of its
Ordinary Shares that are, or that are directly or indirectly owned or controlled by, Chinese residents or Chinese citizens, to comply
with the PRC Overseas Investment and Listing Regulations applicable to them, including requesting each such shareholder to complete any
registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable
rules and regulations of the SAFE).
r. Right of First Refusal.
The Company has agreed for a period of 12 months following the closing of the Offering, that it shall notify EF Hutton in writing at least
thirty (30) days prior to a proposed (i) U.S. public offering of any debt or equity securities using an underwriter or placement agent
(other than bank debt or similar financing), (ii) financing or refinancing of any indebtedness using a manager or agent, (iii) private
placement of equity or debt securities using an underwriter or placement agent by the Company or by any of its majority owned or controlled
United States subsidiaries that EF Hutton or, at its option, a group of associated investment bankers shall have the right of first refusal
to effect the offering on terms as favorable as theretofore offered in writing by a reputable investment banker. EF Hutton agrees to notify
the Company within ten (10) days following notice of its exercise of the right of first refusal. If EF Hutton fails to exercise the right
of first refusal within the ten (10) day period and the principal terms of the proposed subsequent financings thereafter are altered in
any material respect, the Company will again offer to EF Hutton the right of first refusal. Notwithstanding the foregoing, if EF Hutton
declines to exercise its right of first refusal for any specific offering, and the Company completes such offering with another investment
banking firm, EF Hutton shall still have the right of first refusal for any future financings, and if the Company receives a proposal
from a “bulge bracket” underwriter to undertake such a future financing, EF Hutton shall still have the right of first refusal
set forth in this paragraph. EF Hutton’s right of first refusal set forth in this paragraph shall be subject to FINRA Rule 5110(g).
s. Tail Financing.
If the Company receives proceeds from the sale of its equity, debt and/or equity derivative instruments to any investor actually introduced
by the Underwriters during the six-month period following the completion of the Offering, the Underwriters shall be entitled to a cash
fee equal to seven and a half percent (7.5%) of the gross proceeds received by the Company (the “Tail Financing”).
Notwithstanding the foregoing, no fee shall be payable by the Company pursuant to this Section 4(s) if the Company terminates this Agreement
for “Cause” (as defined below).
“Cause” means,
in each case as reasonably determined by the other party, (i) general incompetence or non-performance, (ii) failure to fulfill the applicable
party’s obligations under this Agreement including the performance of the services in a manner reasonably acceptable to the other
party, (iii) gross negligence or willful misconduct. If the Company believes that the Underwriters have engaged in Cause, it must first
notify the Underwriters in writing of the facts and circumstances supporting such assertion(s) and allow the Underwriters seven (7) days
to cure such alleged defaults.
(5) Conditions
of the Obligations of the Underwriters. The obligations of the Underwriters hereunder are subject to the accuracy, as of the date
hereof and as of the First Closing Date and the Second Closing Date (as if made at such Closing Date), of and compliance with all representations,
warranties and agreements of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following
additional conditions:
a. Filing of Prospectuses. All
filings required by Rules 424, 430A and 433 of the Securities Act shall have been timely made (without reliance on Rule 424(b)(8) or Rule
164(b)); no stop order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, nor suspending
or preventing the use of the Pricing Disclosure Package, the Prospectus or any issuer free writing prospectus shall have been issued;
no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional
information (to be included in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any issuer free writing prospectus
or otherwise) shall have been complied with to the Underwriters’ satisfaction.
b. Continued Compliance
with Securities Laws. The Underwriters shall not have advised the Company that (i) the Registration Statement or any
amendment thereof or supplement thereto contains an untrue statement of a material fact which, in the Underwriters’ reasonable opinion,
is material or omits to state a material fact which, in the Underwriters’ reasonable opinion, is required to be stated therein or
necessary to make the statements therein not misleading, or (ii) the Pricing Disclosure Package or the Prospectus, or any amendment thereof
or supplement thereto, or any Issuer Free Writing Prospectus contains an untrue statement of fact which, in the Underwriters’ reasonable
opinion, is material, or omits to state a fact which, in the Underwriters’ reasonable opinion, is material and is required to be
stated therein, or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
c. Absence of Certain
Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as
of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred
any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends
or made any distribution of any kind with respect to its share capital; and there shall not have been any change in the share capital
(other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding
options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the
Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options,
warrants, convertible securities or other rights to purchase the share capital of any of the Company or its Subsidiaries, or any Material
Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business),
that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms
and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.
d. Officer’s
Certificate. The Underwriters shall have received on and as of each Closing Date a certificate, addressed to the Underwriters,
signed by the chief executive officer and the chief financial officer of the Company to the effect that:
i. The representations and warranties
of the Company in this Agreement are true and correct as if made at and as of such Closing Date, and the Company has complied with all
the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date; and
ii. No stop order or other order
suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Securities
for offering or sale, nor suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing
Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the best of their knowledge, is contemplated
by the Commission or any state or regulatory body.
e. Chief Financial
Officer’s Certificate. At each Closing Date, the Underwriters shall have received a certificate of the Company signed by
the Chief Financial Officer of the Company, dated such Closing Date, certifying: (i) that the Memorandum and Articles of Association are
true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board
of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified;
(iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as
to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
f. Opinion of Counsel
for the Company. At each Closing Date, the Underwriters shall have received the written opinion and negative assurance
letter of Ortoli Rosenstadt LLP, U.S. counsel for the Company, dated such Closing Date
and addressed to the Representative, in form and substance reasonably satisfactory to the Underwriters.
g. Opinion of PRC
Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion of Jiangsu Junjin Law
Firm, PRC counsel for the Company, dated such Closing Date and addressed to the Representative, in form and substance reasonably satisfactory
to the Underwriters.
h. Opinion of Cayman
Islands Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion of Mourant
Ozannes (Cayman) LLP, dated such Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the
Underwriters.
i. Opinion of Counsel
for the Underwriters. At each Closing Date, the Underwriters shall have received the written opinion of Sichenzia Ross Ference
Carmel LLP, dated such Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Underwriters.
j. No Legal Impediment
to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any federal, state or foreign governmental or regulatory authority that would, as of such Closing Date, prevent the issuance
or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as
of such Closing Date, prevent the issuance or sale of the Securities.
k. Good Standing.
At each Closing Date, the Underwriters shall have received on and as of such Closing Date satisfactory evidence of the good standing of
the Company and its Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such
other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication from
the appropriate governmental authorities of such jurisdictions or, for any such jurisdiction in which evidence of good standing may not
be obtained from appropriate governmental authorities, in the form of an opinion of counsel licensed in the applicable jurisdiction.
l. Lock-up Agreements.
The Underwriters shall have received all of the Lock-Up Agreements from the Lock-Up Parties, and the Lock-Up Agreements shall be in full
force and effect.
m. [RESERVED.]
n. Representative’s
Warrants. At the First Closing Date the Company shall issue the Representative’s Warrants to the Representative, as set
forth in Section 1(d) hereof.
o. FINRA Matters. FINRA
shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and
arrangements.
p. Comfort Letters. The
Company shall have requested and caused the Auditor to have furnished to the Underwriters, at the Execution Time and at each Closing Date
and any settlement date, letters (which may refer to letters previously delivered to the Underwriters), dated respectively as of the Execution
Time and as of such Closing Date and any settlement date, covering the financial information in the Registration Statement and in the
filing(s) with the China Securities Regulatory Commission, in form and substance satisfactory to the Underwriters.
q. Exchange Listing. The
Securities to be delivered on each Closing Date shall have been approved for listing on the NASDAQ Capital Market (the “Exchange”),
subject to official notice of issuance and shall be DTC eligible.
r. Additional Documents. On
or prior to each Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters
may reasonably request.
s. [RESERVED.]
t. All opinions, letters,
certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. The Company will furnish the Underwriters
with such conformed copies of such opinions, certificates, letters and other documents as the Representative shall reasonably request.
(6) Indemnification
and Contribution.
a. The Company agrees to indemnify,
defend and hold harmless the Underwriters, their respective affiliates, directors and officers and employees, and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each an “Underwriter
Indemnified Party”), from and against any losses, claims, fines (which may be imposed by any governmental authority, including
the CSRC), damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent
of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,
including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant
to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement,
or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading;
or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, the Prospectus,
or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Marketing Materials, or any Written Testing-the-Waters
Communications or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will
reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating
or defending against such loss, claim, fine, damage, liability or action; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, fine, damage, liability or action arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Pricing Disclosure Package,
the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Marketing Materials, or any Written Testing-the-Waters
Communications, in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section
6(a) are not exclusive and will be in addition to any liability which the Company might otherwise have and shall not limit any rights
or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.
b. Each Underwriter, severally
and not jointly, will indemnify, defend and hold harmless the Company, its affiliates, directors, officers and employees, and each person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Company
Indemnified Party”), from and against any losses, claims, damages or liabilities to which such Company Indemnified Party may
become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with
the written consent of the Representative), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the
Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Marketing
Materials, or any Written Testing-the-Waters Communications, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing
Prospectus, any Marketing Materials or any Written Testing-the-Waters Communications in reliance upon and in conformity with the Underwriter
Information, and will reimburse such Company Indemnified Party for any legal or other expenses reasonably incurred by it in connection
with defending against any such loss, claim, damage, liability or action. The indemnification obligations under this Section 6(b) are
not exclusive and will be in addition to any liability which each Underwriter might otherwise have and shall not limit any rights or remedies
which may otherwise be available at law or in equity to each Company Indemnified Party.
c. Promptly after receipt
by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing
of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability
that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure.
In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnified party has reasonably
concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (ii) a conflict or potential conflict exists (based on advice of counsel
to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have
the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party has not in fact employed
counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving
notice of the commencement of the action, the indemnified party shall have the right to employ a single counsel to represent it in any
claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 6, in which event the reasonable
fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the indemnified party
as incurred.
d. The indemnifying party
under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending
or threatened action, suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or would
be sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of
such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding
the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees
and expenses of counsel pursuant to Section 6(c), such indemnifying party agrees that it shall be liable for any settlement
effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party
of the aforesaid request and (ii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request
prior to the date of such settlement.
e. If the indemnification
provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of
the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering and sale of the
Securities 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 hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities,
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 hand shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses)
received by the Company bear to the total Underwriting Fee received by the Underwriters. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Underwriters and the parties’ relevant intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contributions pursuant to this subsection (e) were to be determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account
of the equitable considerations referred to in the first sentence of this subsection (e). The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action
or claim that is the subject of this subsection (e). 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.
f. Notwithstanding the provisions
of this Section 6, no Underwriter shall be required to pay pursuant to this Section 6, either as indemnification
or contribution or both, any amount in excess of the amount of the Underwriting Fee actually received by it pursuant to this Agreement.
g. For purposes of this Agreement,
the Underwriters confirm, and the Company acknowledges, that there is no information concerning the Underwriters furnished in writing
to the Company by the Representative specifically for preparation of or inclusion in the Registration Statement, the Pricing Disclosure
Package, the Prospectus or any Issuer Free Writing Prospectus, other than the Underwriter Information.
(7) Term and Termination of Agreement. The term of this
Agreement will commence upon the execution of this Agreement and will terminate upon the consummation of the final Closing of the Offering;
provided the Underwriters shall have the right to terminate this Agreement by giving notice to the Company at any time at or prior to
the First Closing Date, and the option referred to in Section 1(b), if exercised, may be cancelled at any time prior to the Second
Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement
on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii)
trading on the Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum
ranges for prices for securities shall have been required, on the Exchange, by such Exchange or by order of the Commission or any other
governmental authority, (v) a banking moratorium shall have been declared by federal or state authorities, (vi) there shall have occurred
any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the Representative’s
reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and
payment for the Securities, or (vii) regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned
or modified and as a result it makes it impracticable for the Representative to proceed with the Offering, sale and/or delivery of the
Securities or to enforce contracts for the sale of the Securities. Any such termination shall be without liability on the part of any
party to any other party, except that those portions of this Agreement specified in Section 9 shall at all times be effective and
shall survive such termination. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not
be carried out for any reason whatsoever, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket
expenses related to the transactions contemplated herein (but not in excess of the maximum amount set forth in Section 4(i) hereof), less
any advances previously paid which as of the date hereof is $0 (the “Advances”), then due and payable and upon demand
the Company shall pay the full amount thereof to the Underwriters. To the extent that the Underwriters’ out-of-pocket expenses are
less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. Notwithstanding
anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality, indemnification,
contribution, advancement, the Company’s representations and warranties and the Company’s obligations to pay fees and reimburse
expenses will survive any expiration or termination of this Agreement.
(8) Underwriter
Default.
a. If any Underwriter or Underwriters
shall default in its or their obligation to purchase Firm Shares, and if the Firm Shares with respect to which such default relates (the
“Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection
(b) below) exceed in the aggregate 10% of the number of Firm Shares, each non-defaulting Underwriter, acting severally and not jointly,
agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities
then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Annex A hereto bears
to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments
to eliminate fractional shares as the Representative in its sole discretion shall make.
b. In the event that the aggregate
number of Default Securities exceeds 10% of the number of Firm Shares, the Representative may in its discretion arrange for itself or
for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities
on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange
for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without
liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(i), 6, 7, 8 and 9)
or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if
any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder.
c. In the event that any Default
Securities 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 First Closing Date for a period, not exceeding five (5) Business Days,
in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents
and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus
which, in the reasonable opinion of Underwriters’ counsel, may be necessary or advisable. The term “Underwriter” as
used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally
been a party to this Agreement with respect to such Securities.
(9) Survival of
Indemnities, Representations, Warranties, Etc. The respective indemnities, covenants, agreements, representations, warranties
and other statements of the Company and the Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company
or any person controlling any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of
this Agreement, including any termination pursuant to Section 7, the payment, reimbursement, indemnity and contribution agreements
contained in Sections 4(i), 6, 7, 8 and 9, and the Company’s covenants,
representations, and warranties set forth in this Agreement shall not terminate and shall remain in full force and effect at all times.
The indemnity and contribution provisions contained in Section 6 and the covenants, warranties and representations of
the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of the Underwriters, any person who controls the Underwriters within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of the Underwriters, or by or on behalf
of the Company, the Company’s directors or officers or any person who controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities. The Company and the
Underwriters agree to notify each other of the commencement of any proceeding against either of them promptly, and, in the case of the
Company, against any of the Company’s officers or directors in connection with the issuance and sale of the Securities, or in connection
with the Registration Statement and the Prospectus.
(10) Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered, delivered by reputable overnight courier (i.e.,
Federal Express) or delivered by facsimile or e-mail transmission to the parties hereto as follows.
If to the Company, to:
Li Bang International Corporation Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
Attention: Mr. Huang Feng, Chief Executive Officer
and Chairman of the Board
Email: huangfeng@libangco.com
with a copy to (which shall not constitute notice):
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York New York, NY 10022-5616
Attention: Mengyi “Jason” Ye, Esq.
Email: jye@orllp.legal
If to the Representative, to:
Craft Capital Management LLC
377 Oak Street, # 402
Garden City, NY 11530
Attention: Stephen Kiront
Email: skiront@craftcm.com
with a copy to (which shall not constitute notice):
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
Attention: Ross David Carmel, Esq.
Email: rcarmel@srfc.law
(12) Successors.
This Agreement will inure to the benefit of and be binding upon parties hereto and their respective successors and the officers and directors
and controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder.
(13) Language;
Headings. The official language of this Agreement is English and only the English language shall be used to interpret this Agreement
for all purposes. The headings of the various sections of this Agreement have been inserted for convenience of reference only and will
not be deemed to be part of this Agreement.
(14) Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission, electronic delivery, or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile, electronic copy, or “.pdf” signature page was an original thereof.
(15) Absence of
Fiduciary Relationship. The Company acknowledges and agrees that:
a. No Other Relationship.
The Underwriters have been retained solely as independent contractors to act as underwriters in connection with the sale of Securities
and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the
transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether any such Underwriter has advised or is advising
the Company on other matters;
b. Arm’s-Length
Negotiations. The price of the Securities set forth in this Agreement was established by the Company following discussions and
arm’s-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts
the terms, risks and conditions of the transactions contemplated by this Agreement;
c. Absence of Obligation
to Disclose. The Company has been advised that the Underwriters and their respective affiliates are engaged in a broad range of
transactions which may involve interests that differ from those of the Company, and that the Underwriters have no obligation to disclose
such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and
d. Waiver.
The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty
or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company
in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including
shareholders, employees or creditors of the Company.
(16) Amendment.
In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. This Agreement constitutes the entire agreement of the parties to this Agreement
and supersedes all prior and all contemporaneous agreements (whether written or oral), understandings and negotiations with respect to
the subject matter hereof. This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition
herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
(17) Confidentiality. In
the event of the consummation or public announcement of the Offering, the Underwriters shall have the right to disclose their participation
in the Offering, including through, at the Underwriters’ cost, the use of “tombstone” advertisements in financial and
other newspapers and journals. The Underwriters agree not to use any confidential information concerning the Company provided to the Underwriters
by the Company for any purposes other than those contemplated under this Agreement.
(18) Applicable
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
(19) Submission
to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the personal jurisdiction of the
U.S. federal and state courts in the City of New York, New York County or the United States District Court for the Southern District of
New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and
each of the Company’s Subsidiaries irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient
forum. The Company irrevocably appoints Cogency Global Inc. as its authorized agent (the “Authorized Agent”) in the
United States, upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted
by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable
law upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain
such designation and appointment of such agent in full force and effect for a period of two years from the date of this Agreement. If
any action, suit or other proceeding is instituted arising out of this Agreement, the prevailing party shall recover all of such party's
costs, including, without limitation, the court costs and attorneys’ fees incurred therein, including any and all appeals or petitions
therefrom. As used herein, “attorneys’ fees" shall mean the full and actual costs of any legal services actually rendered
in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services.
(20) Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other
currency in The State of New York on the Business Day preceding that on which final judgment is given. The obligation of the Company pursuant
to this Agreement with respect to any sum due from it to the Underwriters or any person controlling the Underwriters shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged until the first Business Day following receipt by the Underwriters
or controlling person of any sum in such other currency, and only to the extent that the Underwriters or controlling person may in accordance
with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are
less than the sum originally due to the Underwriters or controlling person hereunder, the Company agrees as a separate obligation and
notwithstanding any such judgment, to indemnify the Underwriters or controlling person against such loss. If the United States dollars
so purchased are greater than the sum originally due to the Underwriters or controlling person hereunder, the Underwriters or controlling
person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters
or controlling person hereunder.
(21) Time of Essence.
Time shall be of the essence of this Agreement.
[Signature Page Follows]
Please sign and return to the Company the enclosed
duplicates of this Agreement whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance
with its terms.
| |
Very truly yours, |
| |
|
| |
Li Bang International Corporation Inc. |
| |
|
|
| |
By: |
/s/ Huang Feng |
| |
|
Name: |
Mr. Huang Feng |
| |
|
Title: |
Chief Executive Officer and Chairman of the Board |
Accepted by the Representative, acting for itself
and as Representative of the Underwriters named on Annex A hereto, as of the date first written above:
| |
Craft Capital Management LLC |
| |
|
|
| |
By: |
/s/ Stephen Kiront |
| |
|
Name: |
Stephen Kiront |
| |
|
Title: |
Chief Operating Officer |
[Signature page to the Underwriting Agreement]
Annex A
| Underwriter | |
Number of
Securities
Being Purchased (1) | |
| Craft Capital Management LLC | |
| 505,000 | |
| EF Hutton LLC | |
| 1,010,000 | |
| R. F. Lafferty & Co., Inc. | |
| 5,000 | |
| Total | |
| 1,520,000 | |
| (1) | The Underwriters may purchase an additional 228,000 Option
Shares, to the extent the option described in Section 1(b) of this Agreement is exercised in the manner described in this Agreement. |
SCHEDULE I
Pricing Information
Initial public offering price per share for the Securities: $4.00
Number of Firm Shares offered: 1,520,000
Number of Option Shares offered: 228,000
SCHEDULE II
Certain Permitted Free Writing Prospectuses
[To Be Inserted]
SCHEDULE III
Subsidiaries of Li Bang International Corporation
Inc.
| Subsidiaries | |
Jurisdiction of Incorporation or Organization |
| Li Bang International Hong Kong Holdings Limited | |
Hong Kong SAR |
| Jiangsu Li Bang Intelligent Technology Co., Limited | |
People’s Republic of China |
| Suzhou Deji Kitchen Engineering Co., Limited | |
People’s Republic of China |
| Wuxi Li Bang Kitchen Appliance Co., Limited | |
People’s Republic of China |
| Li Bang Kitchen Appliance Co., Limited | |
People’s Republic of China |
| Yangzhou Bangshijie Kitchen Appliance Co., Limited | |
People’s Republic of China |
| Nanjing Bangshijie Kitchen Appliance Co., Limited | |
People’s Republic of China |
SCHEDULE IV
Lock-Up Parties
Name
Huang Feng
Xia Liang
Wu Jianhua
Li Funa
Xu Ronghua
Yu Xiaozhong
Scott Silverman
Maple Huang Holdings Limited
Funa Lee Holdings Limited
SCHEDULE V
Testing the Waters Communications
None.
EXHIBIT A-1
Form of Lock-Up Agreement
[●], 2024
Craft Capital Management LLC
377 Oak Street, # 402
Garden City, NY 11530
As Representative of the Underwriters
named on Annex A to the Underwriting Agreement
Dear Sirs:
As an inducement to the underwriters,
for which Craft Capital Management LLC is acting as representative (the “Representative”), to execute an underwriting
agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary
shares (the “Ordinary Shares”), of Li Bang International Corporation Inc. and any successor (by merger or otherwise)
thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the
Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned
will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of,
directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the
right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a share option
or warrant) whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction
described in clause (1) above or this clause (2) is to be settled by delivery of Undersigned’s Securities or such other securities,
in cash or otherwise; (3) make any written demand for or exercise any right with respect to, the registration of any Undersigned’s
Securities or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention
to do any of the foregoing.
The undersigned agrees that
the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably
could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be
disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase,
sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect
to any security that includes, relates to, or derives any significant part of its value from such Securities.
The Lock-Up Period will commence
on the date of this Agreement and continue and include the date 180 days after the date of the final prospectus used to sell Ordinary
Shares in the Offering pursuant to the Underwriting Agreement.
If the undersigned is an officer
or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release
or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, the Representative 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 issuing a press release through a major news service at least two business days before the effective date of the release or waiver.
Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days
after the publication date of such press release. The provisions of this paragraph will not apply if both (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 letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at
the time of the transfer.
Notwithstanding the foregoing,
the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a corporation, partnership,
limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company,
trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of
1933, as amended) of the undersigned or (2) distributions of Ordinary Shares or any security convertible into or exercisable for Ordinary
Shares to limited partners, limited liability company members or shareholders of the undersigned, (iv) if the undersigned is a trust,
transfers to the beneficiary of such trust, (v) by testate succession or intestate succession or (vi) pursuant to the Underwriting Agreement;
provided, in the case of clauses (i)-(v), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees
in writing with the Representative to be bound by the terms of this Lock-Up Agreement, and (z) no filing by any party under Section 16(a)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily
in connection with such transfer. Furthermore, notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities
in a transaction not involving a public offering or public resale; provided that (x) the transferee agrees in writing with the Representative
to be bound by the terms of this Lock-Up Agreement, and (y) no filing by any party under Section 16(a) of the Exchange Act shall be required
or shall be made voluntarily in connection with such transfer. For purposes of this Agreement, “immediate family” shall mean
any relationship by blood, marriage or adoption, not more remote than first cousin.
In furtherance of the foregoing,
the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Ordinary Shares if such transfer
would constitute a violation or breach of this Agreement.
The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Agreement and that upon request, the undersigned will
execute and additional documents necessary to ensure the validity or enforcement of this Agreement. All authority herein conferred or
agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives
of the undersigned.
The undersigned understands
that the undersigned shall be released from all obligations under this Agreement if (i) the Company notifies the Representative that it
does not intend to proceed with the Offering, or (ii) the Underwriting Agreement does not become effective, or if the Underwriting Agreement
(other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the
Ordinary Shares to be sold thereunder.
The undersigned understands
that the Representative named in the Underwriting Agreement is entering into the Underwriting Agreement and proceeding with the Offering
in reliance upon this Agreement.
[Signature Page Follows]
This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.
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EXHIBIT B
Form of Company Press Release for Waivers or
Releases
of Officer/Director Lock-Up Agreements
Li Bang International Corporation Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
[●]
Li Bang International Corporation Inc. (the “Company”)
announced today that Craft Capital Management LLC, [the sole Underwriter] [as representative of the several Underwriters], is [waiving]
[releasing] [a] lock-up restriction[s] with respect to an aggregate of [●] ordinary shares held by certain [officers]
[directors] of the Company. These [officers] [directors] entered into lock-up agreements with Craft Capital Management LLC
in connection with the Company’s initial public offering.
This [waiver] [release] will
take effect on [●] [date that is at least 2 business days following date of this press release].
This press release is not an offer for sale
of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered
or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as
amended.
38
Exhibit 4.1
Form of Representative’s Warrant to Purchase
Ordinary Shares
THE REGISTERED HOLDER OF THIS REPRESENTATIVE’S
WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS REPRESENTATIVE’S WARRANT EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS REPRESENTATIVE’S WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE
THIS REPRESENTATIVE’S WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT
WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS REPRESENTATIVE’S WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY
(180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING (DEFINED BELOW) TO ANYONE OTHER THAN (I) CRAFT CAPITAL MANAGEMENT
LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF CRAFT CAPITAL MANAGEMENT
LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(E)(2).
THIS WARRANT IS VOID AFTER 5:00 P.M., EASTERN
TIME, [●].1
REPRESENTATIVE’S WARRANT
For the Purchase of [●] Ordinary Shares
of
LI BANG INTERNATIONAL CORPORATION INC.
1. Representative’s Warrant. THIS
CERTIFIES THAT, pursuant to that certain Underwriting Agreement, dated [●] (the “Underwriting Agreement”),
by and between LI BANG INTERNATIONAL CORPORATION INC. (the “Company”), and Craft Capital Management LLC, as
representative of the underwriters named on Annex A thereto, providing for the initial public offering (the “Offering”)
of ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”), Craft Capital Management LLC
or its assigns (“Holder”), as registered owner of this Representative’s Warrant, is entitled, at any time or
from time to time on or after [●], the date that is 180 days after the commencement of the sale of the public securities
by the Company (the “Commencement Date”)2, and at or before 5:00 p.m.,
Eastern time, [●]1 (the “Expiration Date”), but not thereafter,
to subscribe for, purchase and receive, in whole or in part, up to [●]3 Ordinary
Shares (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day
on which banking institutions are authorized by law or executive order to close, then this Representative’s Warrant may be exercised
on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof
and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Representative’s Warrant.
This Representative’s Warrant is initially exercisable at $[●]4 per
Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted
by this Representative’s Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise,
shall be adjusted as therein specified. This Representative’s Warrant is being issued pursuant to the terms of the Underwriting
Agreement providing for the Offering. The term “Effective Date” shall mean the effective date of the registration statement
in connection with the Offering. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise
price, depending on the context.
2. Exercise.
2.1 Exercise Form.
In order to exercise this Representative’s Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Representative’s Warrant and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank
check to the order of the Company. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Representative’s Warrant shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
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Date that is four and a half years commencing six months from the consummation of sales of the Offering. |
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The date that is 6 months after the date of the commencement of the sale of the public securities. |
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5% of the Shares sold in the Offering at the Closing Date. |
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125% of the price of the Shares sold in the Offering at the Closing Date. |
2.2 Cashless Exercise.
At any time after the Commencement Date, in lieu of exercising this Representative’s Warrant by payment of cash or check payable
to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value
of this Representative’s Warrant (or the portion thereof being exercised) by surrender of this Representative’s Warrant to
the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder Shares in accordance with
the following formula:
X = Y(A-B)
A
Where,
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X |
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The number of Shares to
be issued to Holder; |
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Y |
= |
The number of Shares that
would be issuable upon exercise of this Representative’s Warrant if such exercise were by means of a cash exercise pursuant
to Section 2.1 rather than a cashless exercise pursuant to this Section 2.2; |
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A |
= |
The fair market value of
one Share, as determined in accordance with the provisions of this Section 2; and |
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B |
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The Exercise Price in effect
under this Representative’s Warrant at the time the election to exercise this Representative’s Warrant on a cashless
basis is made pursuant to this Section 2. |
For purposes of this Section
2.2, the fair market value of a Share is defined as follows:
(i) if the Ordinary Shares are
traded on a national securities exchange, the fair market value shall be deemed to be the closing sales price on such exchange on the
Trading Day immediately prior to the date the exercise form is submitted to the Company in connection with the exercise of this Representative’s
Warrant; or
(ii) if the Ordinary Shares
are traded over-the-counter (i.e., on the OTCQB or OTCQX Markets operated by OTC Markets Group, Inc., or any similar over-the-counter
market), the fair market value shall be deemed to be the closing bid price on the Trading Day immediately prior to the date the exercise
form is submitted to the Company in connection with the exercise of this Representative’s Warrant; or
(iii) if there is no active
public market for the Ordinary Shares, the value shall be the fair market value thereof, as determined in good faith by the Company’s
Board of Directors.
“Trading Day”
means a date on which the Ordinary Shares are traded on the NYSE, The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global
Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).
For the avoidance of doubt,
if there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares underlying
this Representative’s Warrant by the Holder, then this Representative’s Warrant may be exercised, in whole or in part, at
such time by means of a cashless exercise in accordance with the provisions of this Representative’s Warrant.
2.3 Mechanics of Exercise.
(i) Delivery of Shares Upon
Exercise. The Company shall use commercially reasonable efforts to cause the Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there
is an effective registration statement permitting the issuance of the Shares or resale of the Shares or (B) this Representative’s
Warrant is being exercised via cashless exercise, and otherwise by delivery to the address specified by the Holder in the Notice of Exercise
by the date that is two Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this
Representative’s Warrant (if required) and (C) receipt by the Company of the aggregate Exercise Price as set forth above (including
by cashless exercise, if permitted) (such date, the “Share Delivery Date”). The Shares shall be deemed to have been
issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such
Shares for all purposes, as of the date the Representative’s Warrant has been exercised and payment to the Company of the aggregate
Exercise Price (or by cashless exercise, if permitted) has been received by the Company and all taxes required to be paid by the Holder,
if any, pursuant to Section 2.3(vi) prior to the issuance of such Shares have been paid.
(ii) Delivery of New Warrants
Upon Exercise. If this Representative’s Warrant shall have been exercised in part, the Company shall, at the written request
of the Holder and upon surrender of this Representative’s Warrant, at the time of delivery of the Shares, deliver to the Holder
a new Representative’s Warrant evidencing the rights of the Holder to purchase the unpurchased Shares called for by this Representative’s
Warrant, which new Representative’s Warrant shall in all other respects be identical with this Representative’s Warrant.
(iii) Rescission Rights.
If the Company fails to cause its transfer agent to transmit to the Holder the Shares pursuant to Section 2.3(i) by the Share Delivery
Date, unless such failure was not caused by the fault or negligence of the Company, then the Holder will have the right to rescind such
exercise upon written notice to the Company within one Trading Day after the Share Delivery Date.
(iv) Compensation for Buy-In
on Failure to Timely Deliver Shares Upon Exercise. In addition to any other rights available to the Holder, if the Holder has taken
all actions necessary under the terms of this Representative’s Warrant for such Holder to receive the Shares, if the Company fails
to cause the Transfer Agent to transmit to the Holder the Shares pursuant to an exercise on or before the Share Delivery Date, unless
such failure was not caused by the fault or negligence of the Company, and if after such date the Holder is required by its broker to
purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver
in satisfaction of a sale by the Holder of the which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and any other applicable fees, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the
price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate
the portion of the Representative’s Warrant and equivalent number of Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Shares with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and,
upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Representative’s Warrant
as required pursuant to the terms hereof.
(v) No Fractional Shares
or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Representative’s
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
(vi) Charges, Taxes and Expenses.
Issuance of Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of
the issuance of such Shares, all of which taxes and expenses shall be paid by the Company, and such Shares shall be issued in the name
of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event Shares are
to be issued in a name other than the name of the Holder, this Representative’s Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of
a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day
processing of any Notice of Exercise.
3. Transfer - General Restrictions. The
Holder agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this
Representative’s Warrant or the securities issuable hereunder for a period of one hundred eighty (180) days beginning on the date
of commencement of sales of the Offering to anyone other than: (i) Craft Capital Management LLC or another underwriter or a selected dealer
participating in the Offering, or (ii) a bona fide officer or partner of Craft Capital Management LLC or of any such underwriter or selected
dealer, in each case in accordance with FINRA Rule 5110(e)(1) and subject to the exceptions set forth in FINRA Rule 5110(e)(2), or (b)
cause this Representative’s Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of this Representative’s Warrant or the securities
hereunder, in accordance with FINRA Rule 5110(e)(1) and except as provided for in FINRA Rule 5110(e)(2). One hundred eighty (180) days
after the date of commencement of sales of the Offering, transfers to others may be made subject to compliance with or exemptions from
applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached
hereto duly executed and completed, together with this Representative’s Warrant and payment of all transfer taxes, if any, payable
in connection therewith. The Company shall within five (5) business days transfer this Representative’s Warrant on the books of
the Company and shall execute and deliver a new Representative’s Warrant or Representative’s Warrants of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion
of such number as shall be contemplated by any such assignment. The Company shall register this Representative’s Warrant, upon records
to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof
from time to time. The Company may deem and treat the registered Holder of this Representative’s Warrant as the absolute owner hereof
for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
4. Registration. The Company shall be required
to keep a registration statement effective on Form F-1 (or Form F-3, if the Company is eligible to use such form) until such date that
is the earlier of the date when all of the Shares underlying this Representative’s Warrant have been publicly sold by the Holder
or such time as Rule 144 or another similar exemption under the Securities Act of 1933, as amended, is available for the sale of all of
such Holder’s Shares underlying this Representative’s Warrant without limitation during a three-month period without registration.
5. New Representative’s Warrants to be
Issued.
5.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Representative’s Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Representative’s Warrant
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer
tax if exercised pursuant to Section 2 hereto, the Company shall cause to be delivered to the Holder without charge a new Representative’s
Warrant of like tenor to this Representative’s Warrant in the name of the Holder evidencing the right of the Holder to purchase
the number of Shares purchasable hereunder as to which this Representative’s Warrant has not been exercised or assigned.
5.2 Replacement on Loss.
Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Representative’s
Warrant, the Company, at its own expense, shall execute and deliver a new Representative’s Warrant of like tenor and date. Any such
new Representative’s Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute
a substitute contractual obligation on the part of the Company.
6. Adjustments.
6.1 Adjustments to Exercise
Price and Number of Shares. The Exercise Price and the number of Shares underlying this Representative’s Warrant shall be subject
to adjustment from time to time as hereinafter set forth:
6.1.1 Share Dividends; Split
Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary Shares
is increased by a share dividend payable in Ordinary Shares or by a split up of Ordinary Shares, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction, then, on the effective day thereof, the number of Shares purchasable
hereunder shall be increased in proportion to such increase in outstanding Ordinary Shares, and the Exercise Price shall be proportionately
decreased. Any adjustment made pursuant to this Section 6.1.1 shall become effective immediately after the record date for the
determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or re-classification.
6.1.2 Subsequent Rights Offerings.
In addition to any adjustments pursuant to Section 6.1.1 above, if at any time during which this Representative’s Warrant
is outstanding the Company grants, issues or sells any securities of the Company which by their terms are convertible into or exercisable
for Ordinary Shares (“Ordinary Share Equivalents”) or other rights to purchase shares, warrants, securities or other
property, pro rata to all of the record holders of the Ordinary Shares (the “Purchase Rights”), and not the Holder,
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Representative’s
Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such
Purchase Rights. The provisions of this Section 6.1.2will not apply to any grant, issuance or sale of Ordinary Share Equivalents
or other rights to purchase shares, warrants, securities or other property of the Company which is not made pro rata to all of the record
holders of Ordinary Shares.
6.1.3 Aggregation of Shares.
If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary Shares is decreased
by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the effective date thereof, the
number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price
shall be proportionately increased.
6.1.4 Replacement of Shares
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares other than a change
covered by Section 6.1.1, 6.1.2 or 6.1.3 hereof or that solely affects the par value of such Ordinary Shares, or in the
case of any share reconstruction or amalgamation or merger or consolidation of the Company with or into another corporation or other entity
(other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or substantially as an entirety, or in the case any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Ordinary
Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Ordinary Shares, or in the case the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which
the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (in the case the Company, directly
or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons, whereby such
other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement
or other business combination), then the Holder of this Representative’s Warrant shall have the right thereafter (until the expiration
of the right of exercise of this Representative’s Warrant) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount of shares or other securities or property (including cash)
receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following
any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Representative’s
Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1,
6.1.2 or 6.1.3, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2or 6.1.3 and this
Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.
6.1.5 Changes in Form of
Representative’s Warrant. This form of Representative’s Warrant need not be changed because of any change pursuant to
this Section 6.1, and any Representative’s Warrant issued after such change may state the same Exercise Price and the same
number of Shares as are stated in the initial Representative’s Warrant. The acceptance by the Holder of the issuance of a new Representative’s
Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.
6.2 Substitute Representative’s
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another
corporation or other entity (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Ordinary Shares), the corporation or other entity formed by such consolidation or share reconstruction or
amalgamation shall execute and deliver to the Holder a supplemental Representative’s Warrant providing that the holder of each Representative’s
Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Representative’s
Warrant) to receive, upon exercise of such Representative’s Warrant, the kind and amount of shares and other securities and property
receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which
such Representative’s Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation,
sale or transfer. Such supplemental Representative’s Warrant shall provide for adjustments which shall be identical to the adjustments
provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or share
reconstructions or amalgamations.
6.3 Elimination of Fractional
Interests. The Company shall not be required to issue fractions of Shares upon the exercise of this Representative’s Warrant,
nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other
securities, properties or rights.
6.4 Notice to Holder.
6.4.1 Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 6, the Company shall promptly provide
the Holder with a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Shares and
setting forth a brief statement of the facts requiring such adjustment.
6.4.2 Notice to Allow Exercise
by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the
Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize
the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital equity of any
class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or
property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall provide the Holder with, at least 10 days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to provide
such notice or any defect therein or in the provision thereof shall not affect the validity of the corporate action required to be specified
in such notice. The Holder shall remain entitled to exercise this Representative’s Warrant during the period commencing on the date
of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. Notwithstanding
the foregoing, no notice need be given to the Holder if the Company makes a public announcement of the applicable event via nationally
distributed press release or via a publicly available and legally compliant filing with the U.S. Securities and Exchange Commission.
7. Reservation and Listing; Registration Rights.
7.1 The Company shall register
the Representative’s Warrants and Warrant Shares in the Registration Statement. The Company shall at all times reserve and keep
available out of its authorized Ordinary Shares, solely for the purpose of issuance upon exercise of this Representative’s Warrant,
such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants
and agrees that, upon exercise of this Representative’s Warrant and payment of the Exercise Price therefor, in accordance with the
terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive or similar rights of any shareholder and free and clear of all liens, taxes and charges. As long as this
Representative’s Warrant shall be outstanding, the Company shall use commercially reasonable efforts to cause all Shares issuable
upon exercise of this Representative’s Warrant to be listed (subject to official notice of issuance) on all national securities
exchanges (or, if applicable, on the OTCQB or OTCQX Markets operated by OTC Markets Group, Inc., or any similar over-the-counter market)
on which the Shares issued to the public in the Offering may then be listed and/or quoted.
7.2 To the extent the Company
does not maintain an effective registration statement for the Shares and cashless exercise is unavailable to any Holder under Section
2.2 hereof pursuant to which all of the Shares issuable upon exercise of this Representative’s Warrant under Section 2.2
would be tradable upon exercise of this Representative’s Warrant upon issuance, and in the further event that the Company files
a registration statement with the Securities and Exchange Commission to register its Ordinary Shares (other than a registration statement
on Form F-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate
(including, without limitation, a “universal shelf” registration statement or any prospectus supplement related thereto)),
then, for the term of this Representative’s Warrant, the Company shall give written notice of such proposed filing to the Holder
as soon as practicable but in no event less than 20 days before the anticipated filing date, which notice shall describe the amount and
type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter
or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of such number of
Shares as such Holder may request in writing within five days following receipt of such notice (a “Piggyback Registration”).
The Company shall use commercially reasonable efforts to cause such Shares to be included in such registration and shall use commercially
reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Shares requested
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Shares in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute
their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such Piggyback Registration. Notwithstanding the provisions of this
Section 7.2, such right to request Piggyback Registration shall terminate on the fifth anniversary of the Effective Date, in accordance
with FINRA Rule 5110(g)(8)(D).
8. Certain Notice Requirements.
8.1 Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive notice
as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.
If, however, at any time prior to the expiration of this Representative’s Warrant and its exercise, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen
(15) days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for
the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights,
or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy
of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the
shareholders; provided, however, that the Company shall not be obligated to provide any written notice under this Section 8 if
it makes a public announcement of the applicable event via nationally distributed press release or via a publicly available and legally
compliant filing with the U.S. Securities and Exchange Commission.
8.2 Events Requiring Notice.
The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the
Company shall take a record of the holders of its shares for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its shares
any additional shares of capital equity of the Company or securities convertible into or exchangeable for shares of capital equity of
the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property,
assets and business shall be proposed.
8.3 Notice of Change in
Exercise Price; Notice of Exercise Price. The Company shall, within five (5) business days after an event requiring a change in the
Exercise Price pursuant to Section 6 hereof, send notice to the Holder of such event and change (“Price Notice”).
The Price Notice shall describe the event causing the change and the method of calculating the same and shall be certified as being true
and accurate by the Company’s Chief Executive Officer and Chief Financial Officer. The Company shall, within five (5) business days
after receipt by the Company of a written request by the Holder, send notice to the Holder of the Exercise Price then in effect and the
number of Shares or the amount, if any, of other shares, securities or assets then issuable upon exercise of this Representative’s
Warrant and shall be certified as being true and accurate by the Company’s Chief Executive Officer and Chief Financial Officer.
8.4 Transmittal of Notices.
All notices, requests, consents and other communications under this Representative’s Warrant shall be in writing and shall be deemed
to have been duly made when (1) hand delivered, (2) mailed by express mail or private courier service, or (3) if sent by electronic mail,
on the day the notice was sent if during regular business hours and, if sent outside of regular business hours, on the following business
day, to following addresses or to such other addresses as the Company or Holder may designate by notice to the other party:
If to the Holder:
[ ]
Attention: [ ]
Email: [ ]
with a copy (which shall not constitute notice)
to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st
Floor
New York, New York 10036
Attention: Ross David Carmel, Esq.
Email: rcarmel@srfc.law
If to the Company:
Li Bang International Corporation Inc.
No. 190 Xizhang Road, Gushan Town,
Jiangyin City, Jiangsu Province
Attention: Mr. Huang Feng, Chief Executive Officer
Email: huangfeng@libangco.com
with a copy (which shall not constitute notice)
to:
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10022-5616
Attention: Mengyi “Jason” Ye, Esq.
Email: jye@orllp.legal
9. Miscellaneous.
9.1 Amendments. The
Company and the Holder may from time to time supplement, modify or amend this Representative’s Warrant by a written agreement signed
by the Company and the Holder. All modifications or amendments shall require the written consent of and be signed by the party against
whom enforcement of the modification or amendment is sought.
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 Representative’s Warrant.
9.3 Entire Agreement.
This Representative’s Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Representative’s Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4 Binding Effect.
This Representative’s Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Representative’s Warrant or any provisions
herein contained.
9.5 Governing Law; Submission
to Jurisdiction; Trial by Jury. This Representative’s Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Representative’s Warrant shall be
brought and enforced in the New York Supreme Court, 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 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 8.4 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 and the Holder agree 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 the Holder hereby irrevocably waive, 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 Representative’s
Warrant or the transactions contemplated hereby.
9.6 Waiver, etc. The
failure of the Company or the Holder to at any time enforce any of the provisions of this Representative’s Warrant shall not be
deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Representative’s Warrant
or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Representative’s
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Representative’s Warrant 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.
9.7 Successors and Assigns.
Subject to applicable securities laws, this Representative’s Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of
Holder. The provisions of this Representative’s Warrant are intended to be for the benefit of any Holder from time to time of this
Representative’s Warrant and shall be enforceable by the Holder or holder of this Representative’s Warrant.
9.8 Loss, Theft, Destruction
or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Representative’s Warrant or any share certificate relating to the Shares, if share
certificates are issued, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Representative’s Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such
Representative’s Warrant or share certificate, if share certificates are issued, if mutilated, the Company will make and deliver
a new Representative’s Warrant or share certificate, if share certificates are issued, of like tenor and dated as of such cancellation,
in lieu of such Representative’s Warrant or share certificate, if share certificates are issued.
9.9 Remedies. The Holder,
in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Representative’s Warrant. The Company agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this Representative’s Warrant and hereby agrees to waive and
not to assert the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate.
9.10 Severability.
Wherever possible, each provision of this Representative’s Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Representative’s Warrant shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Representative’s Warrant.
9.11 Execution in Counterparts.
This Representative’s Warrant 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. Such counterparts may be delivered by facsimile transmission or other electronic transmission.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company
has caused this Representative’s Warrant to be signed by its duly authorized officer as of the _______ day of _______.
| LI BANG
INTERNATIONAL CORPORATION INC. |
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| By: |
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| Name: |
Feng Huang |
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| Title: |
CEO and Chairman of the
Board |
|
Form of Exercise
The undersigned holder hereby
exercises the right to purchase _________________ ordinary shares (“Warrant Shares”) of LI BANG INTERNATIONAL CORPORATION
INC. (the “Company”), evidenced by the attached Representative’s Warrant (the “Representative’s
Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Representative’s
Warrant. Please issue the Warrant Shares as to which the Representative’s Warrant is exercised in accordance with the instructions
given below and, if applicable, a new Representative’s Warrant representing the number of Warrant Shares for which the Representative’s
Warrant has not been exercised.
1. Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as:
____________ a “Cash
Exercise” with respect to _________________ Warrant Shares; and/or
____________ a “Cashless
Exercise” with respect to _______________ Warrant Shares.
2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the holder shall pay the aggregate Exercise Price in the sum of $________ to the Company in accordance with the terms of the Representative’s
Warrant.
3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Representative’s
Warrant. Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be
delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
Date: _______________ __, ______
| Name of Registered Holder |
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| |
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| By: |
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| Name: |
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| Title: |
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INSTRUCTIONS FOR REGISTRATION OF SECURITIES
| Name: |
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(Print in Block Letters) |
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| Address: |
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NOTICE: The signature to this
form must correspond with the name as written upon the face of the Representative’s Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
registered owner of this Representative’s Warrant to which this form is attached, hereby sells, assigns and transfers unto the Assignee
named below all of the rights of the undersigned to purchase ordinary shares, par value $0.0001 per share, of LI BANG INTERNATIONAL
CORPORATION INC. (the “Company”), evidenced by this Representative’s Warrant, with respect to the number
of ordinary shares set forth below.
| Name of Assignee |
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Address and Phone Number |
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No. of Shares |
| |
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The undersigned also represents that, by assignment
hereof, the Assignee acknowledges that this Representative’s Warrant and the ordinary shares to be issued upon exercise hereof or
conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Representative’s
Warrant or any ordinary shares to be issued upon exercise hereof or conversion thereof except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon
exercise of this Representative’s Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the ordinary shares so purchased are being acquired for investment and not with a view toward distribution or resale.
The undersigned assignee agrees to be bound by
all of the terms and conditions of this Representative’s Warrant.
| |
| Signature of Assignee |
| |
| Date |
14
Exhibit 99.1
Li Bang International Corporation Inc. Announces
Pricing of Initial Public Offering
Jiangyin,
China, October 22, 2024, (GLOBE NEWSWIRE) --
Li Bang International Corporation Inc. (the “Company” or “Li Bang”), a company engaged in designing, developing,
producing, and selling stainless steel commercial kitchen equipment in China, today announced the pricing of its initial public offering
(the “Offering”) of 1,520,000 ordinary shares at a public offering price of US$4.00 per ordinary share. The ordinary shares
have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on October 23,
2024, under the ticker symbol “LBGJ.”
The Company
expects to receive aggregate gross proceeds of US$6.08 million from the Offering, before deducting underwriting discounts and other related
expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 228,000 ordinary shares,
representing 15% of the ordinary shares sold in the Offering, at the public offering price less underwriting discounts. The Offering is
expected to close on or about October 24, 2024, subject to the satisfaction of customary closing conditions.
Net proceeds
from the Offering will be used for plant construction, equipment procurement, advertising and marketing, research and development, and
general working capital.
The Offering
is being conducted on a firm commitment basis. Craft Capital Management LLC is acting as the representative of the underwriters, with
EF Hutton LLC acting as the co-underwriter (collectively, the “Underwriters”)
for the Offering. Ortoli Rosenstadt LLP is acting as the U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP is acting
as the U.S. counsel to the Underwriters in connection with the Offering.
A registration
statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (the “SEC”) (File Number:
333-262367), as amended, and was declared effective by the SEC on September 30, 2024. The Offering is being made only by means of a prospectus
forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained, when available, from
Craft Capital Management LLC at 377 Oak St, Lower Concourse, Garden City, NY 11530, or via email at info@craftcm.com,
or telephone at (800) 550-8411; or from EF Hutton at 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhutton.com,
or telephone at (212) 404-7002. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC’s website at
www.sec.gov.
Before you
invest, you should read the registration statement and the preliminary prospectus contained therein and the final prospectus, when available,
and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities,
nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor
shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Li Bang International
Corporation Inc.
Li Bang International Corporation Inc. specializes
in the independently research, development, production, and sale of stainless steel commercial kitchen equipment under its own “Li
Bang” brand in China. In addition to its product offerings, the Company provides comprehensive services from early-stage design
of commercial kitchen appliances to equipment installation and after-sales maintenance. Committed to innovation and high-quality, the
Company uses modern production facilities and state-of-the-art procedures and strives to become a first-class commercial kitchen appliance
manufacturer in China. The Company’s long-term vision is to establish itself as a household name, synonymous with the products it
manufactures. For more information, please visit the company’s website at https://ir.libangco.cn.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering.
These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy
and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all)
of these statements by the use of words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” or other similar expressions in this prospectus.
The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,
and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more
information, please contact:
Li Bang International Corporation Inc.
Investor Relations Department
Email: libangsales@libangco.com
Ascent
Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
Exhibit 99.2
Li Bang International Corporation Inc. Announces
Closing of Initial Public Offering
Jiangyin,
China, October 24, 2024, (GLOBE NEWSWIRE) --
Li Bang International Corporation Inc. (Nasdaq: LBGJ) (the “Company” or “Li Bang”), a company engaged in designing,
developing, producing, and selling stainless steel commercial kitchen equipment in China, today announced the closing of its initial public
offering (the “Offering”) of 1,520,000 ordinary shares at a public offering price of US$4.00 per ordinary share. The ordinary
shares commenced trading on October 23, 2024, under the ticker symbol “LBGJ.”
The Company
received aggregate gross proceeds of US$6.08 million from the Offering, before deducting underwriting discounts and other related expenses.
In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 228,000 ordinary shares, representing
15% of the ordinary shares sold in the Offering, at the public offering price less underwriting discounts.
Net proceeds
from the Offering will be used for plant construction, equipment procurement, advertising and marketing, research and development, and
general working capital.
The Offering
was conducted on a firm commitment basis. Craft Capital Management LLC acted as the representative of the underwriters, with EF Hutton
LLC acted as the co-underwriter (collectively, the “Underwriters”) for the Offering.
Ortoli Rosenstadt LLP acted as the U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as the U.S. counsel to the
Underwriters in connection with the Offering.
A registration
statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (the “SEC”) (File Number:
333-262367), as amended, and was declared effective by the SEC on September 30, 2024. The Offering was made only by means of a prospectus
forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Craft Capital Management
LLC at 377 Oak St, Lower Concourse, Garden City, NY 11530, or via email at info@craftcm.com,
or telephone at (800) 550-8411; or from EF Hutton at 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhutton.com,
or telephone at (212) 404-7002. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC's website at
www.sec.gov.
This press
release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall
such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there
be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Li Bang International
Corporation Inc.
Li Bang International Corporation Inc. specializes
in the independently research, development, production, and sale of stainless steel commercial kitchen equipment under its own “Li
Bang” brand in China. In addition to its product offerings, the Company provides comprehensive services from early-stage design
of commercial kitchen appliances to equipment installation and after-sales maintenance. Committed to innovation and high-quality, the
Company uses modern production facilities and state-of-the-art procedures and strives to become a first-class commercial kitchen appliance
manufacturer in China. The Company’s long-term vision is to establish itself as a household name, synonymous with the products it
manufactures. For more information, please visit the company’s website at https://ir.libangco.cn.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements.These forward-looking statements involve known and unknown risks and uncertainties
and are based on the Company’s current expectations and projections about future events that the Company believes may affect its
financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements
by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” or other similar expressions in this prospectus. The Company undertakes
no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or
changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that
may affect its future results in the Company’s registration statement and other filings with the SEC.
For more
information, please contact:
Li Bang International Corporation Inc.
Investor Relations Department
Email: libangsales@libangco.com
Ascent
Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
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