Exhibit
1.1
UNDERWRITING
AGREEMENT
March
20, 2024
Kingswood,
a division of Kingswood Capital Partners, LLC
7280
W. Palmetto Park Rd.
Suite
301
Boca
Raton, FL 33433
As
Representative of the Underwriters named on Annex A hereto
Ladies
and Gentlemen:
The
undersigned, Lobo EV Technologies Ltd. 萝贝电动车科技有限公司, a British
Virgin Islands business company (the “Company”), hereby confirms its agreement (this “Agreement”)
with the several underwriters named herein (the “Underwriters” and each an “Underwriter”), for
whom Kingswood, a division of Kingswood Capital Partners, LLC is acting as representative (in such capacity, the “Representative,”
and if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term
Representative as used herein shall have the same meaning as Underwriter) to issue and sell to the Underwriters an aggregate of 1,380,000
ordinary shares, $0.001 par value per share, of the Company (“Ordinary Shares”) to be sold by the Company (the “Firm
Shares”). The Company has also granted to the Representative an option (the “Over-Allotment Option”) to
purchase up to 207,000 additional Ordinary Shares from the Company, on the terms and for the purposes set forth in Section 1(b) hereof
(the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively
called the “Securities.” The offering and sale of the securities contemplated by this Agreement on the terms and conditions
set forth herein is 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, at the Closing (as defined below)
an aggregate of 1,380,000 Firm Shares at a purchase price equal to the public offering price net of an underwriting discount equal to
seven percent (7%) of the public offering price of the shares being offered (the “Underwriting Fee”) or $0.28 per
Ordinary Share (the “Per Share Purchase Price”).
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 Underwriters an option, severally and not jointly, to purchase all or any portion
of the Option Shares at the Per Share Purchase Price. The option granted hereunder may be exercised in whole or in part from time to
time and at any time within 45 days after the closing of this Offering (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 percentage of the total number of Option Shares to be purchased by the Underwriters
shall be the same percentage of the number of Firm Shares to be purchased by such Underwriter of the total number of Firm Shares, 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 the Underwriters
or their respective designees as set forth in Section 1(a) and, as applicable, Section 1(b). In addition, the Company shall reimburse
the Representative for certain non-accountable expenses and certain out-of-pocket accountable expenses, as set forth in Section 4(i),
which out-of-pocket accountable expense 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 Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the
First Closing Date (as defined below) warrants to purchase such number of Ordinary Shares equal to ten percent (10%) of the sum of (i)
the Firm Shares, plus (ii) if any, the Option Shares issued at the Closing (the “Representative’s Warrant”).
The Representative’s Warrant may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years
from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary
of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrant is equal to one hundred
and ten percent (110%) of the initial public offering price of a Firm Share. The Representative’s Warrant and the Ordinary Shares
issuable upon exercise of the Representative’s Warrant will be deemed compensation by FINRA, and therefore will be subject to FINRA
Rule 5110. In accordance with FINRA Rule 5110(e)(1), neither the Representative’s Warrant nor any of the Ordinary Shares issued
upon exercise of the Representative’s Warrant 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 this Offering pursuant to which the Representative’s
Warrant is being issued, subject to certain exceptions permitted by FINRA Rule 5110(e)(2).
(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 March 25, 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 each time and date for delivery of the Option Shares, if not the First Closing Date, is called an “Option Closing Date,”
and each such closing of the payment of the purchase price for, and delivery of the Firm Shares or Option Shares, as applicable, is referred
to herein as a “Closing” and the date of each such Closing, a “Closing Date”. 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 Firm Shares and Option Shares, as applicable,
shall be made on the applicable Closing Date by wire transfer in Federal (same day) funds to the Company upon delivery by the Company
to the Representative of the Firm Shares or Option Shares, as applicable, through the full fast transfer facilities of the Depository
Trust Company (the “DTC”) for the account of the Underwriters. The Firm Shares and Option Shares 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 Firm Shares or Option Shares to be purchased on such Closing
Date except upon tender of payment by the Representative for all such Firm Shares or Option Shares, as applicable.
b.
Escrow Agreement. Concurrently with the execution and delivery of this Agreement, the Company, the Representative and Nason,
Yeager, Gerson, Harris & Fumero, P.A. as escrow agent (the “Escrow Agent”), shall enter into an indemnification
escrow agreement (the “Escrow Agreement”), in the form of Exhibit C hereto pursuant to which $500,000 in proceeds
to the Company from the Offering shall be deposited by the Company at Closing in an escrow account (the “Escrow Account”).
All remaining funds in the Escrow Account that are not subject to an indemnification claim as of the 12-month period following the First
Closing Date will be returned to the Company in accordance with the terms of the Escrow Agreement. The Company shall pay the reasonable
fees and expenses of the Escrow Agent.
(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 each Option 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. 333-270499), 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 was declared effective
by the Commission on March 20, 2024.
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 24, 2024, 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 5:00 P.M. Eastern Time, on March 20, 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 the State of New York; provided, however, for clarification, banking institutions and trust
companies shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions
in the State of New York generally are open for use by customers on such day.
“Commission”
means the U.S. Securities and Exchange Commission.
“Effective
Date” means each date and time that the Registration Statement or any post-effective amendment or amendments thereto became
or becomes 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 Firm Shares and the Option Shares, as applicable.
“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 3.1(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 each 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.
“Trading
Day” means any day on which the Exchange is open for trading.
“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 became effective pursuant to the Securities Act, as of
the date of this Agreement, at the First Closing Date or at each Option 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 first sentence of the sub-section titled “Electronic Distribution” and (ii) the sub-section titled “Price
Stabilization, Short Positions and Penalty Bids” 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 each Option
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 each Option Closing Date, included, includes or will include an untrue statement of a
material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall
not apply to the 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 incorporated with limited liability, and is validly existing and in good standing
under the laws of the British Virgin 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 incorporated, is validly existing as an entity in good standing under the laws of the jurisdiction of its incorporation, 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 paid according to the applicable laws and the articles of association and non-assessable and,
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.
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 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 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 all 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 (the “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 Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign
Investors and any official clarifications, guidance, interpretations or implementation rules 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 Administration of Taxation, the State Administration
of Market Regulation (previously known as the State Administration of Industry and Commerce), the CSRC and the SAFE on August 8, 2006
and became effective on September 8, 2006, as amended on June 22, 2009, 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. Except as described in the Pricing Disclosure
Package and the Prospectus, 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, the Escrow Agreement, and the Representative’s
Warrant do not require the prior approval of the CSRC.
iv.
The Company is aware of and has been advised as to the content of the Trial Administrative Measures of Overseas Securities Offering and
Listing by Domestic Companies and five supporting guidelines, which was issued by the CSRC on February 17, 2023 and has come into effect
on March 31, 2023 (the “Trial Measures”), the Notice on the Administrative Arrangements for the Filing of the Overseas
Securities Offering and Listing by Domestic Companies promulgated by the CSRC on the same day (the “CSRC Notice”),
and any other official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (collectively,
the “CSRC Filing Rules”). The Company has completed the filing requirements under the CSRC Filing Rules in connection
with this Offering.
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. TPS Thayer, LLC (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. As of the date hereof,
to the knowledge of the Company after due inquiry, the Auditor is registered with the Public Company Accounting Oversight Board.
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 the Company, including
the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable”
when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), 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 waiver 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. The Ordinary Shares
issuable upon exercise of the Representative’s Warrant are duly authorized and, when issued in accordance with the terms of the
Representative’s Warrant, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company has reserved from its duly authorized but unissued shares the maximum number of Ordinary Shares issuable pursuant to this
Agreement and the Representative’s Warrant. 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 Memorandum and Articles of Association, as amended
(as the same may be amended or restated from time to time, the “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, the Escrow Agreement and the Representative’s
Warrant 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 (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, the Escrow Agreement and the
Representative’s Warrant, 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 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, with respect to clause (ii),
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, the Escrow Agreement
and the Representative’s Warrant 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 Escrow Agreement 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, the Escrow Agreement and the Representative’s Warrant
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 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 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. 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 Firm Shares or Option Shares 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. 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
participating in the offering as defined in FINRA Rule 5110(j)(15) (“Participating FINRA Member”); or (C) any
person or entity that has any direct or indirect affiliation or association with any Participating 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 Participating FINRA Member and (B) the Company
or any of its Subsidiaries or any of their respective officers, directors or, to the knowledge of the Company, 10% 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).
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 or their respective affiliates nor, to the knowledge of
the Company, 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 each beneficial owner 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 (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 any party to a Lock-Up Agreement breaches any provision of the applicable
Lock-Up Agreement, the Company shall use best efforts to seek specific performance of the terms of such 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, domain names,
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 3.1(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 3.1(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 3.1(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 the Company or its Subsidiaries in violation of any contractual obligation binding
on any of the Company or its Subsidiaries (or, to the Company’s knowledge, binding on any of their respective officers, directors
or employees) that is material to the Company or its Subsidiaries or in violation of the material rights of any persons.
dd.
Taxes.. 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 stock purchase,
stock option, stock-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. 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. None of the Company or its Subsidiaries is in violation of any statute, 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. 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 would 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 with 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 Ordinary Shares, 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 with 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 British Virgin Islands, Hong Kong, the People’s Republic of China (“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 British Virgin Islands, Hong Kong, 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, the Escrow Agreement or the
Representative’s Warrant; 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.
xx.
Validity of Choice of Law. Each of the choice of the laws of the State of New York as the governing law of this Agreement
and the choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws
of the British Virgin Islands (except for those laws (a) which a court of competent jurisdiction in the British Virgin Islands considers
to be procedural in nature, (b) which are revenue or penal laws or (c) the application of which would be inconsistent with public policy,
as such term is interpreted under the laws of the British Islands, Hong Kong and PRC and will be honored by courts in the British Islands,
Hong Kong and PRC. The Company has the power to submit, and pursuant to this Agreement, the Escrow Agreement and the Representative’s
Warrant has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and
United States Federal court sitting in New York County (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, the Escrow Agreement and the Representative’s Warrant, 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, the Escrow 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, the Escrow Agreement and
the Representative’s Warrant.
yy.
Enforceability of Judgment. The courts of the British Virgin Islands would recognize as a valid judgment, a final and conclusive
judgment in personam obtained in a New York Court against the Company based upon this Agreement under which a sum of money is
payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a
fine or other penalty) provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts
did not contravene the rules of natural justice of the British Virgin Islands; (c) such judgment was not obtained by fraud; (d) the enforcement
of the judgment would not be contrary to the public policy of the British Virgin Islands; (e) no new admissible evidence relevant to
the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; (f) there is due compliance
with the correct procedures under the laws of the British Virgin Islands; (g) is not in respect of penalties, fines, taxes or similar
fiscal or revenue obligations of the Company; and (h) is final and for a liquidated sum. The Company is not aware of any reason why the
enforcement in the British Virgin Islands, Hong Kong or PRC of such a New York Court judgment would be, as of the date hereof, contrary
to public policy of the British Virgin Islands, Hong Kong or 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(b) 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 the Company 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. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have
satisfied the Company’s requirements under this Section.
e.
Furnishing of Prospectuses. The Company will furnish to the Underwriters copies of the Registration Statement, including
all exhibits, each Preliminary 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 shall 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 with the Commission and the filing of the
offering materials with FINRA and the listing of the Firm Shares and the Option Shares on the Exchange; (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, agreement among underwriters, selected dealers’
agreements, 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) all reasonable fees, expenses and disbursements relating to background checks of
the Company’s officers and directors; (ix) the costs and expenses of the Company’s public relations firm; (x) the fees and
expenses of the Company’s accountants, legal counsel and other agents and representatives; (xi) share transfer taxes, if any, payable
upon the transfer of the Securities from the Company to the Underwriters; and (xii) the legal fees of Representative’s counsel
in connection with the purchase and sale of the Securities, which shall be payable on the First Closing Date. Notwithstanding anything
contained herein to the contrary, the Company’s obligation to pay accountable expenses of the Representative as set forth under
items (ii), (iii), (vii) (with respect to the travel and lodging expenses of the Representative and its counsel for road show meetings
only), and (xii) shall not exceed $183,000, including the costs associated with “tombstone or lucite” advertisements (up
to $8,000). In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof.
The Company has already paid an expense deposit of $35,000 to the Representative, upon the execution of the Engagement Letter (as defined
in Section 15), and an additional $35,000 upon receipt of the Commission’s first comments, for the Representative’s anticipated
out-of-pocket expenses, both of which shall be considered as payment of accountable expenses to the Representative as set forth under
this Section; any expense deposits will be returned to the Company to the extent the Representative’s accountable expenses are
not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Company shall also pay to the Representative by deduction from
the net proceeds of the Offering, a non-accountable expense allowance equal to one percent (1.0%) of the proceeds received by the Company
from the sale of the Ordinary Shares (excluding any Ordinary Shares sold pursuant to the Over-Allotment Option).
j.
Use of Proceeds. The Company will apply the net proceeds from the sale of the Company Firm Shares and Option Shares, as
applicable, to be sold by the Company 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 Firm Shares and Option Shares, as applicable, 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 Agreement. The Company, on behalf of itself and any successor entity, 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 twelve (12) months
after the the Closing (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,
lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any shares of the Company or any securities
convertible into or exercisable or exchangeable for Ordinary Shares or any shares of the Company, (ii) file or cause to be filed any
registration statement with the Commission relating to the offering of any Ordinary Shares or any shares of the Company or any securities
convertible into or exercisable or exchangeable for Ordinary Shares or any shares of the Company, or (iii) enter into any swap or other
agreement or arrangement 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), (ii), or (iii) above is to be settled by delivery of Ordinary Shares or such other securities,
in cash or otherwise, except to the Underwriters pursuant to this Agreement. 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. The restrictions contained in this
Section 4(n) shall not apply to (a) the Ordinary Shares to be sold by the Company hereunder and the issuance of the Representative’s
Warrants (including the Ordinary Shares issuable upon the exercise of the Representative’s Warrants), (b) with the prior written
consent of the Representative, the issuance by the Company of Ordinary Shares upon the exercise of stock options outstanding on the date
hereof and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (c) the issuance by the Company
of stock options, Ordinary Shares or shares of the Company under any equity compensation plan of the Company disclosed in the Registration
Statement, the Pricing Disclosure Package or the Prospectus, (d) the establishment of, and the sale of Ordinary Shares pursuant to, a
plan pursuant to Rule 10b5-1 under the Exchange Act, and (e) 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 equity holders 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.
o.
Transfer Agent; Public Relations Firm. The Company shall maintain, at its expense, a registrar and transfer agent for the
Company’s Ordinary Shares reasonably acceptable to the Representative, and shall retain such transfer agent for a period of not
less than one year from the First Closing Date. On or prior to the First Closing Date, the Company shall engage a public relations firm
that is reasonably acceptable to the Representative and shall retain such public relations firm for a period of not less than one year
from the First Closing Date.
p.
Securities Law Disclosure; Publicity. At the request of the Representative, by 5:00 p.m., Eastern time, on the date hereof,
the Company shall issue a press release disclosing the material terms of the Offering. The Company and the Representative shall consult
with each other in issuing any other press releases with respect to the Offering, and neither the Company nor any Underwriter shall issue
any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press
release of such Underwriter, or without the prior consent of such Underwriter, with respect to any press release of the Company, which
consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. 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 45 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 cause the holders
of its Ordinary Shares that are, or that are directly or indirectly owned or controlled by, PRC residents or PRC citizens, to comply
with the PRC Overseas Investment and Listing Regulations applicable to them, including requesting each such shareholder to complete any
registration or other procedures required under the applicable PRC Overseas Investment and Listing Regulations (including any applicable
rules and regulations of the SAFE).
(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 each Option 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 the 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 any material change in the short-term or long-term debt of any 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 such officers
have carefully examined the Registration Statement, the Pricing Disclosure Package, Prospectus, any Issuer Free Writing Prospectus and
this Agreement and 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 Executive Officer’s Certificate on the Declaration. On the date hereof, the Underwriters shall have received
a certificate, addressed to the Underwriters, signed by the Chief Executive Officer of the Company, Huajian Xu, which certifies the Declaration
of Huajian Xu in his individual capacity and on behalf of the Company, in form acceptable to the Representative in its sole discretion.
f.
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 Organizational Documents
as the Closing Date, 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.
g.
Chief Financial Officer’s Certificate on Registration Statement. On the date hereof, the Underwriters shall have
received a customary certificate of the Company signed by the Chief Financial Officer of the Company, certifying as to the accuracy of
certain information in the Registration Statement, and a bring-down certificate on each Closing Date.
h.
Opinion of US Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion and
negative assurance letter of Loeb & Loeb LLP, U.S. counsel for the Company, dated such Closing Date and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Underwriters.
i.
Opinion of British Virgin Islands Counsel for the Company. At each Closing Date, the Underwriters shall have received the
written opinion of Ogier, British Virgin Islands counsel for the Company, dated such Closing Date and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Underwriters.
j.
Opinion of PRC Counsel for the Company. At each Closing Date, the Underwriters shall have received the written opinion
of DeHeng Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters in form and substance reasonably
satisfactory to the Underwriters.
k.
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.
l.
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 each of 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.
m.
Lock-Up Agreements. On the date hereof, 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.
n.
Escrow Agreement. On the date hereof, the Company shall have entered into the Escrow Agreement with the Representative
and the Escrow Agent, and such agreement shall be in full force and effect.
o.
Representative’s Warrant. At each Closing Date, the Company shall issue the applicable Representative’s Warrant.
p.
FINRA Matters. FINRA shall issue a letter of no objections with respect to the fairness and reasonableness of the underwriting
terms and arrangements.
q.
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 settlement date, a comfort letter (which on each Closing Date may refer to letters previously
delivered to the Underwriters hereunder), dated respectively as of the Execution Time and as of such Closing Date and any settlement
date, in form and substance satisfactory to the Underwriters.
r.
Exchange Listing. The Firm Shares and Option Shares, as applicable, 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 such
Firm Shares and Option Shares, as applicable, shall be DTC eligible.
s.
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. 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 Underwriters shall reasonably request.
(6)
Indemnification and Contribution.
a.
The Company agrees to indemnify, defend and hold harmless to the fullest extent permitted by applicable law 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, 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 in any other materials used in connection with the offering of the Securities, 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, 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, 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, any Written Testing-the-Waters Communications or in any other materials
used in connection with the offering of the Securities, 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, any Written Testing-the-Waters Communications or in any other materials used in connection
with the offering of the Securities, 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, any Written Testing-the-Waters Communications or in any other materials used in connection with the offering of the Securities
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 an Option 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, or (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. 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 reasonable, actual and
accountable out-of-pocket expenses related to the transactions contemplated herein, less any advances previously paid which as of the
date hereof is $70,000 (the “Advances”), then due and payable and upon demand the Company shall pay the full amount
thereof to the Underwriters. To the extent that such out-of-pocket expenses are less than the Advances, the Underwriters will return
to the Company that portion of the Advances not offset by such expenses. The Representative shall not be responsible for any expenses
of the Company or others or for any charges or claims relative to the Offering if the Offering is not consummated due to the Representative
abandoning the Offering. 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 or Option Shares, if the Over-Allotment
Option is exercised hereunder, and if the Firm Shares or Option Shares , as applicable, 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 or Option Shares, as applicable, 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 or Option Shares, as applicable, set forth
opposite the name of such Underwriter on Annex A hereto bears to the aggregate number of Firm Shares or Option Shares, as applicable,
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 or Option Shares, if the Over-Allotment
Option is exercised hereunder, 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 Firm Shares or Option Shares, as applicable.
(9)
Right of First Refusal. Upon the Closing of the Offering, for a period of eighteen (18) months from the commencement of
sales of the Offering, the Company grants the Representative the right of first refusal to act as lead manager and bookrunner, or lead
placement agent with respect to any public or private sale of the Company and/or any of its subsidiaries “Financing”, provided
that the terms of the Financing to be offered by the Representative shall be acceptable by the Company and the Representative shall complete
a Financing for the Company on terms to be mutually determined by the parties. In connection with such right, the Company agrees to furnish
the Representative with the terms and conditions of any Financing and/or any bonafide proposed private or public sale of securities to
be made by the Company or any of its subsidiaries and the name and address of such person, entity, or representative. Notwithstanding
the foregoing, in the event that the Representative cannot offer the Company the terms of a Financing acceptable by the Company during
the period of eighteen (18) months from the commencement of sales of the Offering, the Company, at its option, may engage other lead
managers or bookrunners for its Financing and consider engaging the Representative to act as the Company’s financial advisor or
placement agent for any other form of financing or strategic transaction, on terms to be mutually determined by the parties. Notwithstanding
the foregoing, the Company, at its option, may consider engaging the Representative to act as the Company’s financial advisor or
placement agent for any other form of financing or strategic transaction, on terms to be mutually determined by the parties.
(10)
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.
(11)
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:
Lobo
EV Technologies Ltd. 萝贝电动车科技有限公司
Gemini
Mansion B 901, i Park, No. 18-17 Zhenze Rd
Xinwu
District, Wuxi, Jiangsu
People’s
Republic of China, 214111
Attention:
Huajian Xu, Chief Executive Officer
with
a copy to (which shall not constitute notice):
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place
Central,
Hong Kong SAR
Attn:
Lawrence Venick
If
to the Underwriters, to:
Kingswood,
a division of Kingswood Capital Partners, LLC
7280
W. Palmetto Park Rd.
Suite
301
Boca
Raton, FL 33433
Attention:
Tyler Bashaw
Email:
tbashaw@kingswoodus.com
with
a copy to (which shall not constitute notice):
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105
Attention:
Richard I. Anslow, Esq.
Email:
ranslow@egsllp.com
Facsimile:
(212) 370-7889
(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)
Headings. 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 were an original thereof.
If an electronic or digital signature is set forth on the signature page of this Agreement or on the signature page of any document delivered
pursuant to this Agreement, such electronic or digital signature shall be deemed to be an original signature.
(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 Firm Shares or Option Shares, as applicable, and that no fiduciary, advisory or agency relationship between
the Company and any Underwriter 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 Firm Shares and Option Shares set forth in this Agreement was established
by the Company following discussions and arm’s-length negotiations with the the Underwriters 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; Entire Agreement. 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 the
Company and the Representative, and no condition herein (express or implied) may be waived unless waived in writing by each party whom
the condition is meant to benefit. Notwithstanding anything herein to the contrary, the Engagement Letter, dated December 9, 2022 (the
“Engagement Letter”), by and between the Company and the Representative, shall continue to be effective and the terms
therein, including, without limitation, Section 1 and Section 20, except section 12, with respect to any future offerings, shall continue
to survive and be enforceable by the Representative in accordance with its terms, provided that, in the event of a conflict between the
terms of the Engagement Letter and this Agreement, the terms of this Agreement shall prevail.
(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 and hereby irrevocably submits to the exclusive
jurisdiction of the U.S. federal and state courts in and for New York County, New York or the United States District Court for the Southern
District of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby. 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 Puglisi & Associates
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.
(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, |
| |
|
| |
For
and on behalf of the Company |
| |
|
| |
By: |
/s/
Huajian Xu |
| |
Name: |
Huajian
Xu |
| |
Title: |
Chief
Executive Officer |
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:
| |
Kingswood,
a division of Kingswood Capital Partners, LLC |
| |
|
| |
By: |
/s/
Tyler Bashaw |
| |
Name: |
Tyler
Bashaw |
| |
Title: |
Director |
Annex
A
| Name of Underwriters | |
Number of Securities Being Purchased from the Company (1) | |
| Kingswood, a division of Kingswood Capital Partners, LLC | |
| 1,380,000 | |
| Total | |
| | |
| (1) |
The
Underwriters may purchase an additional 207,000 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 Company Firm Shares offered: 1,380,000
Number
of Option Shares offered: 207,000
SCHEDULE
II
Certain
Permitted Free Writing Prospectuses
Free
Writing Prospectus, filed with the Commission on March 1, 2024
SCHEDULE
III
Subsidiaries
| Subsidiaries |
|
Place
of Incorporation |
| LOBO
Holdings Ltd. |
|
Hong
Kong |
| Jiangsu
LOBO Electronic Vehicle Co., Ltd |
|
PRC |
| Beijing
LOBO Intelligent Machine Co., Ltd |
|
PRC |
| Tianjin
LOBO Intelligent Robot Co., Ltd |
|
PRC |
| Wuxi
Jinbang Electric Vehicle Manufacturing Co., Ltd |
|
PRC |
| Tianjin
Bibosch Intelligent Technology Co., Ltd |
|
PRC |
| Guangzhou
LOBO Intelligent Technologies Co. Ltd |
|
PRC |
SCHEDULE
IV
Lock-Up
Parties
SCHEDULE
V
Testing
the Waters Communications
None.
