UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-42376
HUHUTECH International Group Inc.
3-1208 Tiananzhihui Compound
228 Linghu Road
Xinwu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
On October 23, 2024, HUHUTECH International Group
Inc. (the “Company”) closed the initial public offering (the “IPO” or the “Offering”) of its 1,050,000
ordinary shares, par value US$$0.0000025 (the “Shares”). The Company completed the IPO pursuant to its registration statement
on Form F-1 (File No. 333-270958), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30,
2023 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on September
30, 2024. The Shares were priced at $4.00 per share, and the IPO was conducted
on a firm commitment basis. The Shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under the
ticker symbol “HUHU” on October 22, 2024.
In connection with the IPO, the Company entered
into an underwriting agreement, dated October 21, 2024 (the “Underwriting Agreement”), with Craft Capital Management LLC (the
“Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. The foregoing summaries
of the terms of the Underwriting Agreement are subject to, and qualified in their entirety by, such documents.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up”
agreements, the Company (for a period of 180 after the date of the final prospectus relating to the IPO), and each director, executive
officer, and owner of at least 5% of the Company’s outstanding Shares (or securities convertible or exercisable into Shares) of
the Company (for a period of 180 days after the date of the final prospectus relating to the IPO), have agreed, subject to customary exceptions,
not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of the Representative.
On October 23, 2024, the Company also issued to
the underwriters and their affiliates warrants to purchase up to an aggregate of 52,500 Shares, a copy of the form of warrant is attached
as Exhibit 4.1 hereto and incorporated herein by reference.
The net proceeds to the
Company from the IPO, after deducting the underwriting discount, the underwriters’ fees and expenses, and the Company’s estimated
offering expenses, are expected to be approximately $2.4 million.
On October 21, 2024, the
Company issued a press release announcing the pricing of the IPO. On October 23, 2024, the Company issued a press release announcing the
closing of the IPO. Copies of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated
herein by reference.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HUHUTECH International Group Inc. |
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| Date: October 23, 2024 |
By: |
/s/ Yujun Xiao |
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Name: |
Yujun Xiao |
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Title: |
Chief Executive Officer |
2
Exhibit 1.1
HUHUTECH INTERNATIONAL GROUP INC.
UNDERWRITING AGREEMENT
October 21, 2024
Craft Capital Management LLC
377 Oak Street, Lower Concourse
Garden City, NY 11530
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, HUHUTECH
International Group Inc., a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without
limitation, all entities disclosed or described in the Registration Statement (as defined below) as being its subsidiaries or affiliates,
the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such
underwriters, including the Representative (as defined below), the “Underwriters”) named on Schedule A hereto for which
Craft Capital Management LLC shall act as the representative (in such capacity, the “Representative”) to issue and
sell an aggregate of 1,050,000 ordinary shares (the “Firm Shares”) of the Company, par value $0.0000025 (the “Ordinary
Shares”). The Company has also granted to the Representative an option to purchase up to 157,500 additional Ordinary Shares,
on the terms and for the purposes set forth in Section 2(c) hereof (the “Additional Shares”). The Firm Shares
and any Additional Shares purchased pursuant to this Agreement are herein collectively referred to as the “Offered Securities.”
The offering and sale of the Offered Securities contemplated by this Agreement is referred to herein as the “Offering.”
The Company confirms its agreement
with the Underwriters as follows:
Section
1 Representations and Warranties of the Company.
The Company represents and
warrants to the Underwriters as follows with the understanding that the same may be relied upon by the Underwriters in this offering,
as of the date hereof and as of the Closing Date (as defined below):
(a) Filing
of the Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement on Form F-1 (File No. 333-270958), which contains a form of prospectus to be used in connection with the public
offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and
schedules contained in the registration statement at the time such registration statement became effective in the form in which it was
declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules
and regulations promulgated thereunder (the “Securities Act Regulations”), including any required information deemed
to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, or pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange
Act Regulations”), is called the “Registration Statement.” Any registration statement filed by the Company
pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after
the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include
the Rule 462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act after
the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b) under
the Securities Act is required, the form of final prospectus relating to the Offered Securities included in the Registration Statement
at the effective date of the Registration Statement (the “Effective Date”), is called the “Prospectus.”
All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the preliminary prospectus included
in the Registration Statement (each, a “preliminary prospectus”), the Prospectus, or any amendments or supplements
to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”). The preliminary prospectus included in the Registration Statement immediately prior
to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” Any reference to the “most
recent preliminary prospectus” shall be deemed to refer to the latest preliminary prospectus included in the registration statement.
Any reference herein to any preliminary prospectus or the Prospectus or any supplement or amendment to either thereof shall be deemed
to refer to and include any documents incorporated by reference therein as of the date of such reference.
(b) “Applicable
Time” means 4:00pm, Eastern Time, on the date of this Agreement.
(c) Compliance
with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act
and the Securities Act Regulations on September 30, 2024. The Company has complied, to the Commission’s satisfaction, with all requests
of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration
Statement, or any Rule 462(b) Registration Statement is in effect, and no proceedings for such purpose have been instituted or are pending
or, to the best knowledge of the Company, are contemplated or threatened by the Commission or any other regulatory authority in any other
jurisdiction, including, without limitation, the China Securities Regulatory Commission of the People’s Republic of China.
Each preliminary prospectus
and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission
pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof
delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not
filed. Each of the Registration Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration
Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration
of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects
with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus,
as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the placement of the offering
of the Offered Securities, did not and will 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. The representations
and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement
or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration
Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity
with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed
that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on
the cover page of the Pricing Prospectus and Prospectus and (ii) the sub-section titled “Electronic Offer, Sale and Distribution,”
under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts
or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration
Statement that have not been fairly and accurately described in all material respects or filed as required.
(d) Disclosure
Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii)
each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified on Schedule B hereto, (iii) the pricing terms set forth on Schedule C to this Agreement, and (iv) any
other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the
Underwriters Information.
(e) Company
Not Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the date of the execution and delivery
of this Agreement, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without taking
account any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be
considered an Ineligible Issuer.
(f) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus includes any information that conflicts with the information contained
in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified. The
foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with
the Underwriters Information.
(g) Offering
Materials Furnished to the Underwriters. The Company has delivered to the Underwriters a copy of the Registration Statement and of
each consent and certificate of experts filed as a part thereof, and each preliminary prospectus and the Prospectus, as amended or supplemented,
in such quantities and at such places as the Underwriters have reasonably requested in writing.
(h) Distribution
of Offering Material by the Company. The Company has not distributed or authorized the distribution of, and will not distribute, prior
to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering
and sale of the Offered Securities other than a preliminary prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing
Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.
(i) Underwriting
Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company,
enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as
the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
the rights and remedies of creditors or by general equitable principles.
(j) Authorization
of the Offered Securities and Underwriter’s Securities. The Offered Securities to be sold by the Company through the Underwriters,
the Representative’s Warrant and Ordinary Shares underlying the Underwriter’s Warrant (the “Warrant Shares”)
have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement
and, when so issued and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all Liens (as
defined in Section1(r)). The Company has sufficient Ordinary Shares for the issuance of the maximum number of Offered Securities
issuable pursuant to the Offering as described in the Prospectus, including the Warrant Shares.
(k) No
Applicable Registration or Other Similar Rights. Except as described in the Registration Statement, the Disclosure Package and the
final prospectus, there are no persons with registration or other similar rights to have any securities of the Company registered for
sale under the Registration Statement and included in the Offering.
(l) No
Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the final prospectus,
subsequent to the respective dates as of which information is given in the Disclosure Package: (i) there has been no material adverse
change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise,
or in the earnings, business prospects or operations, whether or not arising from transactions in the ordinary course of business, of
the Company (any such change, a “Material Adverse Change”; and any resulting effect, a “Material Adverse Effect”);
(ii) the Company has not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of
business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend
or distribution of any kind declared, paid or made by the Company in respect of its shares.
(m) Independent
Accountant. Wei, Wei & Co., LLP (the “Accountant”), which has expressed its opinions with respect to the audited
financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission
as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public
accounting firm as required by the Securities Act and the Exchange Act.
(n) Preparation
of the Financial Statements. Each of the historical financial statements of the Company, respectively, filed with the Commission as
a part of the Registration Statement and included in the Disclosure Package and the Prospectus, presents fairly the information provided
as of and at the dates and for the periods indicated. Such financial statements comply as to form with the applicable accounting requirements
of the Securities Act and the Securities Act Regulations and have been prepared in conformity with generally accepted accounting principles
of the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except
as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included
or incorporated by reference in the Registration Statement. Each item of historical financial data relating to the operations, assets
or liabilities of the Company set forth in summary form in each of the preliminary prospectuses and the Prospectus fairly presents such
information on a basis consistent with that of the complete financial statements contained in the Registration Statement.
(o) Incorporation
and Good Standing. The Company has been duly incorporated or organized and is validly existing and in good standing as a company limited
by shares under the laws of the jurisdiction of its incorporation or organization and has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus
and to enter into and perform its obligations under this Agreement. As of the Closing Date, the Company does not own or control, directly
or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Registration Statement, the Disclosure
Package, or the Prospectus.
(p) Capitalization
and Other Share Capital Matters. The authorized, issued, and outstanding share capital of the Company is as set forth in each of
the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described
in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure
Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement,
the Offered Securities will conform, in all material respects, to the description thereof contained in each of the Disclosure Package
and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable,
and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares were issued in violation of any preemptive
rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Depository Trust
Company (the “DTC”) has authorized the Ordinary Shares for delivery through its full fast transfer facilities. There are
no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or
debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure
Package and the Prospectus. The description of the Company’s share option and other share plans or arrangements, and the options
or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information
required to be shown with respect to such plans, arrangements, options, and rights. No further approval from the Nasdaq
Stock Market (“Nasdaq”) or authorization of any regulatory authority or governmental body, shareholder, the
Company’s board of directors (the “Board of Directors”), or others, is required for the issuance and sale of
the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders
agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is
a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
(q) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its amended and restated
memorandum and articles of association or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”)
under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or
by which it may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or
to which any of the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such
Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery
and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus
(i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of its amended
and restated memorandum and articles of association, (ii) will not conflict with or constitute a breach of, or Default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the
consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation,
or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such
conflict, breach, Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval,
authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is
required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated
hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the
Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).
(r) Subsidiaries.
Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”)
has been identified on Schedule E hereto. Each of the Subsidiaries has been duly incorporated or organized, is validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has full power and authority
(corporate or otherwise) to own its property and to conduct its business as described in the Registration Statement, the 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 on the Company and its Subsidiaries, taken as a whole. All of the
equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company,
are fully paid in accordance with their respective constitutive or organizational documents and non-assessable and are free and clear
of all liens, encumbrances, equities or claims (“Liens”). 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. Other than the Subsidiaries, the Company does not directly or indirectly
control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity
whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial
statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests
of such person.
(s) No
Material Actions or Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations,
inquiries or proceedings (collectively, “Actions”) pending or, to the Company’s knowledge, threatened (i) against
the Company or any of its Subsidiaries, (ii) which have as the subject thereof any officer or director (in such capacities) of, or property
owned or leased by, the Company or any of its Subsidiaries, where in any such case (A) there is a reasonable possibility that such Action
might be determined adversely to the Company or any of its Subsidiaries and (B) any such Action, if so determined adversely, would reasonably
be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.
No material labor disputes with the employees of the Company or any of its Subsidiaries or with the employees of any principal supplier,
manufacturer, customer or contractor of the Company exists or, to the knowledge of the Company, is threatened or imminent. None of the
Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the
Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the knowledge of
the Company, is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries have been and are in compliance with all applicable laws and regulations, except
where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Change. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has within the last 10 years been the subject
of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the Company.
(t) Intellectual
Property Rights. Each of the Company and its Subsidiaries owns, possesses or has obtained valid and legally enforceable licenses for,
and otherwise has legally enforceable rights to use, all patents, patent applications, trademarks, trade names, copyrights, domain names,
licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) necessary to conduct its business
as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent
such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse
Change. Neither the Company nor any Subsidiary has received any written notice of infringement or conflict with asserted Intellectual
Property Rights of others. Neither the Company nor any Subsidiary 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 Registration Statement, Disclosure
Package and the Prospectus and not described in all material respects; None of the technology employed by the Company or any Subsidiary
has been obtained or is being used by the Company or such Subsidiary, as applicable, in violation of any contractual obligation binding
on the Company or such Subsidiary, as applicable, to the knowledge of the Company or such Subsidiary, as applicable, in violation of the
rights of any persons. Neither the Company nor any Subsidiary is subject to any judgment, order, writ, injunction or decree of any court
or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is
it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use
of any Intellectual Property Rights.
(u) All
Necessary Permits, etc. Each of the Company and its Subsidiaries possesses such valid and current certificates, authorizations or
permits issued by the applicable regulatory agencies or bodies necessary to conduct its business, and has made all declarations and filings
with, the appropriate national, regional, local or other governmental or regulatory authorities that are necessary for the ownership or
lease of their respective properties or assets or the conduct of their respective business as described in the Registration Statement,
the Disclosure Package and the Prospectus, except where lack of the licenses would not reasonably be expected to have, individually or
in aggregate, a Material Adverse Effect, and has not received any notice of proceedings relating to the revocation or modification of,
or non-compliance with, any such licenses and, to the knowledge of the Company, the Company has no reason to believe that such licenses
will not be renewed in the ordinary course of their respective business that, if determined adversely to the Company, would individually
or in the aggregate have a Material Adverse Effect. Such licenses are valid and in full force and effect and contain no materially burdensome
restrictions or conditions not described in the Registration Statement, the Disclosure Package, or the Prospectus.
(v) Title
to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and its Subsidiaries have good
and marketable title to all the properties and assets reflected as owned by it in the financial statements referred to in Section 1(n)
above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interest, mortgage, lien,
encumbrance, equity, adverse claim or other defect, except such as do not materially and adversely affect the value of such property and
do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements,
equipment, and personal property held under lease by the Company and its Subsidiaries are held under valid and enforceable leases, with
such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements,
equipment or personal property by the Company and its Subsidiaries.
(w) Tax
Law Compliance. (i) The Company and its Subsidiaries have each filed all necessary tax returns required to be filed or have timely
and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related
or similar assessment, fine or penalty levied against any of them in all material respects; (ii) no tax deficiency has been determined
adversely to the Company or any of its Subsidiaries that has had (nor does the Company nor any of its Subsidiaries have any notice or
knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its Subsidiaries and which
could reasonably be expected to have) a Material Adverse Effect; (iii) the Company has made adequate charges, accruals and reserves in
the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise
taxes for all periods as to which the tax liability of the Company has not been finally determined; and (iv) all governmental tax credit,
exemptions, waivers, financial subsidies, and tax relief, concessions and preferential treatment enjoyed by the Company or any of the
Subsidiaries as disclosed in the Registration Statement, the Disclosure Package and the Prospectus and the Prospectus are valid, binding
and enforceable and do not violate any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices or other
legislation of the applicable jurisdictions, including without limitation, the Hong Kong Special Administrative Region (“Hong
Kong”) of the People’s Republic of China (the “PRC”), Japan and the PRC (excluding Hong Kong).
(x) Company
Not an “Investment Company”. The Company is not, and after giving effect to payment for the Offered Securities and the
application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Disclosure Package and the
Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company Act of
1940, as amended (the “Investment Company Act”).
(y) No
Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to, or that
might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate
the sale or resale of the Offered Securities.
(z) FINRA
Matters. No officer, director or any beneficial owner of ten percent (10%) or more of the Company’s unregistered securities
has any direct or indirect affiliation or association with any Participating Member (as defined under FINRA rules). The Company will advise
the Representative and its counsel, Hunter Taubman Fischer & Li LLC, if it learns that any officer, director, or owner of ten percent
(10%) or more of the Company’s outstanding Ordinary Shares is or becomes an affiliate or registered person of a Participating Member.
All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers and directors
and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering
of the Offered Shares is true, complete, correct and compliant in all material respects with FINRA’s rules.
(aa) Related Party Transactions.
There are no business relationships or related-party transactions, directly or indirectly, involving the Company, its Subsidiaries, or
any other person, required to be described in the Registration Statement, the Disclosure Package, or the Prospectus, that have not been
described as required.
(bb) Disclosure Controls
and Procedures. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
of the Exchange Act Regulations) designed to ensure that information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company is not aware of (a) any significant deficiency in the design or operation of internal controls which could
adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal
controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal controls.
(cc) Company’s
Accounting System. The Company has established and maintains a system of accounting controls designed to provide reasonable assurances
that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with the applicable generally accepted accounting principles
and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
(dd) Money Laundering
Law Compliance. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with all
applicable financial recordkeeping and reporting requirements, including those of the United States Bank Secrecy Act, as amended by Title
III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business,
and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any competent governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with
respect to any Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(ee) OFAC.
(i) Neither
the Company nor any of its Subsidiaries, or, to the knowledge of the Company, any director, officer, employee, or affiliate of the Company,
of any other person authorized to act on behalf of the Company or any of its Subsidiaries, is an individual or entity of any kind(“Person”)
that is, or is owned or controlled by a Person that is:
(A) the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury
(“HMT”), 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, without limitation, Burma/Myanmar, Cuba,
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 or affiliated entity, joint venture partner or other Person:
(A) to
fund or facilitate any activities or business of or with any Person 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 Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).
(ff) Foreign Corrupt
Practices Act. Neither the Company nor any of its Subsidiaries, or, to the knowledge of the Company, any director, officer, employee
or affiliate of the Company, any Subsidiary or any other person authorized to act on behalf of the Company has, directly or indirectly,
taken any action that (i) would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the
rules and regulations thereunder (the “FCPA”) or otherwise subject the Company or any of its Subsidiaries to any damage
or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if done in the past, might reasonably be expected to
have a Material Adverse Effect or (iii) if continued in the future, might reasonably be expected to materially and adversely affect the
assets, business, or operations of the Company or any of its Subsidiaries. The foregoing includes, without limitation, giving or agreeing
to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any
customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality
of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was,
is, or may be in a position to help or hinder the business of the Company or any of its Subsidiaries (or assist it in connection with
any actual or proposed transaction) that might subject the Company or any of its Subsidiaries to any damage or penalty in any civil, criminal
or governmental litigation or proceeding.
(gg) Internal Control
and Compliance with Sarbanes-Oxley Act of 2002. The Company is in full compliance with any provision applicable to it of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith, including,
without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications of the Sarbanes-Oxley Act. and all
applicable rules of the listing exchanges. The Company maintains a system of internal controls, including, but not limited to, disclosure
controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory
compliance controls that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act, the rules and regulations of the Commission, and the rules of the listing exchanges.
(hh) Exchange Act Filing.
A registration statement in respect of the Ordinary Shares has been filed on Form 8-A (the “Form 8-A Registration Statement”)
pursuant to Section 12(b) of the Exchange Act, which registration statement complies in all material respects with the Exchange Act. The
Form 8-A Registration Statement is effective and the Company has taken no action designed to, or which to its knowledge is likely to have
the effect of, terminating the registration of the Ordinary Shares under the Exchange Act, nor has the Company received any notification
that the Commission is contemplating terminating such registration.
(ii) Foreign
Private Issuer Status. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
(jj) Earning Statements.
The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the EDGAR system)
to its securityholders as soon as practicable, but in any event not later than sixteen (16) months after the end of the Company’s
current fiscal year, an earnings statement (which needs not be audited) covering a twelve (12)-month period that shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
(kk) Periodic Reporting
Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission, all reports and
documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from the issuance of
the Ordinary Shares as may be required under Rule 463 under the Securities Act.
(ll) Valid Title.
The Company or its Subsidiaries, as applicable, has legal and valid title to all of its properties and assets, free and clear of all liens,
charges, encumbrances, equities, claims, options and restrictions except such as do not materially and adversely affect the value of such
property and do not materially interfere with the use made or proposed to be made of such property by such entity; each lease agreement
to which it is a party is duly executed and legally binding; its leasehold interests are set forth in and governed by the terms of the
applicable lease agreements, and, to the knowledge of the Company, such agreements are valid, binding and enforceable in accordance with
their respective terms and the applicable law; and except as described in the Prospectus or the Disclosure Package, none of the Company
of any of its Subsidiaries owns, operates, manages or has any other right or interest in any other material real property of any kind.
(mm) Foreign Tax Compliance.
Except as otherwise disclosed in the Disclosure Package and the Final Prospectus, to the best of our knowledge, no transaction, stamp,
capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in the PRC, Hong Kong, the British
Virgin Islands or the Cayman Islands to any taxing authority in connection with the issuance, sale and delivery of the Offered Securities,
and the delivery of the Offered Securities to or for the account of the Underwriters.
(nn) Compliance with
PRC Oversea Investment and Listing Rules and Regulations. Except as otherwise disclosed in Disclosure Package and the Prospectus,
the Company has complied with the filing procedures as set out in the relevant laws and regulations, including, among others, the Trial
Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies, and has taken reasonable steps to cause the
Company’s direct or indirect principal shareholders who are PRC residents to comply with any applicable rules and regulations of
relevant PRC government agencies (including but not limited to the Ministry of Commerce, the National Development and Reform Commission,
the China Securities Regulatory Commission (“CSRC”) , and the State Administration of Foreign Exchange (“SAFE”)
relating to overseas investment by PRC residents and citizens (all of the foregoing laws, rules, and regulations, collectively, the “PRC
Oversea Investment and Listing Rules and Regulations”), including, without limitation, requiring each such person that is, or
is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration, to timely report material changes,
and other procedures required under any applicable PRC Oversea Investment and Listing Rules and Regulations.
(oo) M&A
Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises
by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the
State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006 (the “M&A
Rules”), in particular, the relevant provisions thereof that purport to require offshore special purpose vehicles formed for
the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons
of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside
of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such
legal advice, the Company confirms with the Underwriters:
(i) Except
as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities,
the listing and trading of the Offered Securities and the consummation of the transactions contemplated by this Agreement are not and
will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance,
interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively,
the “M&A Rules and Related Clarifications”).
(ii) Except
as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related
Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered
Securities on the Nasdaq Capital Market, the listing and trading of the Offered Securities or the consummation of the transactions contemplated
by this Agreement.
(pp) Securities Offering
and Listing Rules. The Company represents and warrants to the Underwriters that this Offering or the listing of the Company’s
securities on Nasdaq have fully complied with the requirements of the Trial Administrative Measures of the Overseas Securities Offering
and Listing by Domestic Companies (the “Trial Measures”) and related regulations, rules or guidelines, including but not limited
to the Provisions on Strengthening the Confidentiality and Archive Management Work Relating to the Overseas Securities Offering and Listing
(the “Confidentiality Provisions”).
(qq) Choice of Law.
Except as disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus, the choice of law provision set forth
in this Agreement constitutes a legal and valid choice of law under the laws of the Cayman Islands and will be recognized and given effect
to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (A) which such court considers
to be procedural in nature, (B) which are revenue or penal laws, or (C) the application of which would be inconsistent with public policy,
as such term is interpreted under the laws of the Cayman Islands, and subject to compliance with relevant civil procedural requirements
(that do not involve a re-examination of the merits of the claim) in the Cayman Islands. The Company has the power to submit, and pursuant
to Section 16 of this Agreement, has legally, validly, effectively and submitted, to the personal jurisdiction of each of the New
York Courts, and the Company has the power to designate, appoint and authorize, and pursuant to Section 16 of this Agreement, has
legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out
of or relating to this Agreement, or the Offered Securities in any New York Court, and service of process effected on such authorized
agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 16 of this Agreement.
(rr) D&O Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed
by each of the Company’s directors and officers prior to the Offering (the “Insiders”) as well as in the Lock-Up
Agreement in the form attached hereto as Exhibit A provided to the Representative is true and correct in all respects and the Company
has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to
become inaccurate and incorrect.
(ss) Solvency. Based
on the consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt by the Company of the
proceeds from the sale of the Offered Securities hereunder, the current cash flow of the Company, together with the proceeds the Company
would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, are sufficient to pay
all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts
beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect
of its debt). Except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from each Closing Date. The Registration Statement and the Prospectus set forth as of the date hereof all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the
purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess
of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and
other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s
consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under
leases required to be capitalized in accordance with U.S. GAAP. Except as set forth in the Registration Statement and the Prospectus,
neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(tt) Regulation M Compliance.
Neither the Company nor any Subsidiary has, and, to its knowledge, no one authorized to act on their behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of any of the Offered Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting
purchases of, any of the Offered Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriters in connection
with the Offering.
(uu) EGC Status and
Testing-the-Waters Communications. From the time of initial confidential submission of the Registration Statement to the Commission
(or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters
Communication) through the date hereof, the Company has been and is an “emerging growth company”, as defined in Section 2(a)
of the Securities Act (“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. Neither the Company
nor any Subsidiary (a) has alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the
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 (b) has 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 other than those listed on Schedule F 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. As of the time of each
sale of the Offered Securities in connection with the Offering when the Prospectus is not yet available to prospective purchasers, no
individual Written Testing the Waters Communications, 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.
(vv) Bank Holding Company
Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)
and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Neither the
Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any
class of voting securities or twenty-five percent (25%) or more of the total equity securities of a bank or any entity that is subject
to the BHCA and the regulations promulgated thereunder by the Federal Reserve Board. Neither the Company nor any Subsidiary controls (as
such term is defined under Section 2 of the BHCA) a bank or any entity that is subject to the BHCA and to regulation promulgated thereunder
by the Federal Reserve Board.
(ww) U.S. Real Property
Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section
897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Underwriters’ request.
(xx) Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U promulgated by 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 Offered Securities to be considered a “purpose credit” within
the meanings of Regulation T, U or X promulgated by the Federal Reserve Board.
(yy) Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated
with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under
the Securities Act.
(zz) No Accounting Issues.
The Company has not received any notice, oral or written, from its Board of Directors or Audit Committee (as defined below) stating that
it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that
the Board of Directors or Audit Committee review or investigate, (i) any matter that may add to, delete, change the application of, or
change the Company’s disclosure with respect to, any of the Company’s material accounting policies; or (ii) any matter which
could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior
two (2) fiscal years.
(aaa) Forward-looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Disclosure Package, or the Prospectus, or shall be contain in any amendments and supplements
thereof, has been made or reaffirmed, or will be made, without a reasonable basis, or has been disclosed or will be disclosed other than
in good faith.
(bbb) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its Subsidiaries
has been refused any insurance coverage sought or applied for; and neither the Company nor any of its Subsidiaries has any 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 have a Material Adverse Effect.
(ccc) No Finder’s
Fee. There are no contracts, agreements, or understandings between the Company or its Subsidiaries and any other person that would
give rise to a valid claim against the Company or its Subsidiaries or any underwriters for a brokerage commission, finder’s fee
or other like payment in connection with this Offering, or any other arrangements, agreements, understandings, payments, or issuance with
respect to the Company, or its Subsidiaries, or any of their respective officers, directors, shareholders, partners, employees or related
parties that may affect the Underwriters’ compensation as determined by FINRA.
(ddd) Operating and
Other Data. All operating and other data pertaining to the Disclosure Package and the Prospectus are true and accurate in all material
respects.
(eee) Third-party Data.
Any statistical, industry-related and market-related data included in the Disclosure Package and the Prospectus is based on or derived
from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources
from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.
(fff) Compliance with
Environmental Laws. The Company and its Subsidiaries are (a) in compliance with any and all applicable foreign, federal, state and
local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (“Environmental Laws”), (b) have received and are in compliance with the requirements
for maintaining, all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses, and (c) have not received notice of any actual or potential liability for the investigation or remediation of any disposal
or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental
Laws, failure to receive required permits, licenses or other approvals, or liability would not cause a Material Adverse Change.
(ggg) Compliance with
Law, Constitutive Documents and Contracts. Neither the Company nor any of the Subsidiaries is (a) in breach or violation of any provision
of applicable law (including, but not limited to, any applicable law concerning information collection and user privacy protection), (b)
in breach or violation of its respective constitutive or organizational documents, or (c) in default under (nor has any event occurred
that, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of
any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all
or a part of such indebtedness under) any agreement or other instrument that is binding upon the Company or any of the Subsidiaries, or
any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of the Subsidiaries,
except in the cases of (a) and (c) above, where any such breach, violation or default would not cause a Material Adverse Change
(hhh) No Unlawful Influence.
The Company has not offered, or caused the Underwriters to offer, Ordinary Shares to any person or entity with the intention of unlawfully
influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate, or (b) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.
(iii) Scheme
or Arrangement with Shareholders. Neither the Company nor any of its affiliate is a party to any scheme or arrangement through which
shareholders or potential shareholders are being loaned, given or otherwise having money made available for the purchase of shares whether
before, in or after the Offering. Neither the Company nor any of its affiliates is aware of any such scheme or arrangement, regardless
of whether it is a party to a formal agreement.
(jjj) Reliance on Representations.
Any certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Representative shall be
deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein. The Company acknowledges
that the Underwriters and counsel to the Representative and, for purposes of the opinions to be delivered pursuant to Section 5
hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such
reliance.
Section 2 Firm
Shares; Additional Shares; Representative’s Warrants.
(a) Purchase
of Firm Shares. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein
set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company, an aggregate
of 1,050,000 Ordinary Shares (“Firm Shares”) at the purchase price (net of discounts) of $3.70 per share.
(b) Delivery
of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time, on the second
(2nd) business day following the Applicable Time, or at such time as shall be
agreed upon by the Underwriters and the Company, at the offices of the Underwriters’ counsel or at such other place as shall be
agreed upon by the Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is called the “Closing
Date.” The closing of the payment of the purchase price for is referred to herein as the “Closing.” Payment
for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds upon delivery to the Underwriters
of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated
through the full fast transfer facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters.
The Firm Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two (2)
business days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares
for delivery at least one (1) full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the
Firm Shares except upon tender of payment by the Underwriters for all the Firm Shares.
(c) Additional
Shares. The Company hereby grants to the Underwriters an option (the “Over-allotment Option”), exercisable for
45 days after the Closing, to purchase up to an additional 157,500 Ordinary Shares, in each case solely for the purpose of covering over-allotments
of such securities, if any. The Over-allotment Option is, at the Representative’s sole discretion, for Additional Shares.
(d) Exercise
of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative
on or within 45 days after the Closing. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share
in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of
the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from
the Representative, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth
the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Option
Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as
shall be agreed upon by the Company and the Representative, at the offices of the Representative’s counsel or at such other place
(including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If
such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth
in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the
terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares
specified in such notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
(e) Delivery
and Payment of Additional Shares. Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in
Federal (same day) funds, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative)
representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional Shares shall
be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2)
full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional Shares except
upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous with, but not
earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing
Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.
(f) Underwriting
Discount. In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters, with respect
to any Offered Securities sold to investors in this Offering, a seven and a half percent (7.5%) underwriting discount.
(g) Representative’s
Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date warrants (“Representative’s
Warrants”) to purchase such number of Ordinary Shares, representing five percent (5%) of the total number of Offered Securities.
The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit B (the “Representative’s
Warrant Agreement”), shall be exercisable at any time, and from time to time, in whole or in part, during the four and half
year period commencing six months from the commencement of sales of the Offering, at an initial exercise price per share of $5.00, which
is equal to 125% of the offering price of the Firm Shares. During such time as the Representative’s Warrants are outstanding, the Company
agrees not to merge, reorganize, or take any action which would terminate the Representative’s Warrants without first making adequate
provisions for the Representative’s Warrants. The Representative’s Warrant Agreement and the Ordinary Shares issuable upon
exercise thereof (the “Warrant Shares”) are hereinafter referred to together as the “Representative’s
Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110
against transferring the Representative’s Warrants and the Warrant Shares during the one hundred eighty (180) days beginning on
the date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign,
pledge or hypothecate the Representative’s Warrants, or any portion thereof, 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 for a period of one hundred eighty
(180) days beginning on the date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer
in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected
dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
(h) Delivery
of the Representative’s Warrants. Delivery of the Representative’s Warrants shall be made on the Closing Date and each
Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.
Section
3 Covenants of the Company
The
Company covenants and agrees with the Underwriters as follows:
(a) Underwriters’
Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time and ending on the later of the
Closing Date or such date as, in the opinion of the Representative’s counsel, the Prospectus is no longer required by law to be
delivered in connection with sales by the Underwriters or selected dealers, including under circumstances where such requirement may
be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending or
supplementing the Registration Statement or the Prospectus, including any amendment or supplement through incorporation by reference
of any report filed under the Exchange Act, the Company shall furnish to the Underwriters for review a copy of each such proposed amendment
or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriters reasonably objects.
(b) Securities
Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters
in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of
the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Pricing
Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective
and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Pricing Prospectus or
the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered Securities from any securities
exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings
for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time,
the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment or will file a new registration
statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the
Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including
with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b)
were received in a timely manner by the Commission.
(c) Exchange
Act Compliance. During the Prospectus Delivery Period, to the extent the Company becomes subject to reporting obligation under the
Exchange Act, the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the Exchange
Act in the manner and within the time periods required by the Exchange Act.
(d) Amendments
and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period,
any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended
or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein in the light of the circumstances under which they were made, as the case may be, not misleading, or if it shall be
necessary to amend or supplement the Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the
circumstances under which they were made, as the case may be, not misleading, or if in the opinion of the Underwriters it is otherwise
necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file a new registration statement
containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus, the Company agrees
to (i) notify the Underwriters of any such event or condition (unless such event or condition was previously brought to the Company’s
attention by the Underwriters during the Prospectus Delivery Period) and (ii) promptly prepare (subject to Section 3(a) and Section
3(f) hereof), file with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration
statement to be declared effective) and furnish at its own expense to the Underwriters and to dealers, amendments or supplements to the
Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements
in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made,
as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented,
will comply with law.
(e) Permitted
Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent
of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required
to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior
written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule
B hereto. Any such free writing prospectus consented to by the Underwriters is hereinafter referred to as a “Permitted Free
Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules
164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping.
(f) Copies
of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Underwriters, without charge, during the Prospectus
Delivery Period, as many copies of each of the preliminary prospectuses, the Prospectus and the Disclosure Package and any amendments
and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Underwriters may reasonably
request.
(g) Use
of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it in the manner described under
the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.
(h) Transfer
Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Offered Securities.
(i) Internal
Controls. The Company will maintain a system of internal accounting controls designed to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order
to permit preparation of financial statements in accordance with U.S. GAAP and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
internal controls, upon consummation of the offering of the Offered Securities, will be overseen by the Audit Committee of the Board of
Directors (the “Audit Committee”) in accordance with the rules of Nasdaq.
(j) Exchange
Listing. The Ordinary Shares have been duly authorized for listing on the Nasdaq Capital Market, subject to official notice of issuance.
The Company is in material compliance with the provisions of the rules and regulations promulgated by Nasdaq and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements (to the extent
applicable to the Company as of the date hereof or the Closing Date; and subject to all exemptions and exceptions from the requirements
thereof as are set forth therein, to the extent applicable to the Company). Without limiting the generality of the foregoing and subject
to the qualifications above: (i) all members of the Company’s Board of Directors who are required to be “independent”
(as that term is defined under applicable laws, rules and regulations), including, without limitation, all members of each of the Audit
Committee, compensation committee and nominating and corporate governance committee of the Company’s Board of Directors, meet the
qualifications of independence as set forth under such laws, rules and regulations, (ii) the Audit Committee has at least one (1) member
who is an “audit committee financial expert” (as that term is defined under such laws, rules and regulations), and (iii) that,
based on discussions with Nasdaq, the Company meets all requirements for listing on the Nasdaq Capital Market. The Company shall use its
best efforts to maintain the effectiveness of the registration statement and a current prospectus relating to the registration of the
Warrant Shares until (i) all Warrant Shares have been disposed of pursuant to such effective registration statement, (ii) all Warrant
Shares are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, or (iii) all
Warrant Shares become and remain eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the
requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1). During any period
when the Company fails to have maintained an effective Registration Statement or a current Prospectus relating thereto and a holder of
the Representative’s Warrant desires to exercise such warrant and, in the opinion of counsel to the Holder, Rule 144 is not available
as an exemption from registration for the resale of the Warrant Shares, the Company shall promptly file a registration statement registering
the resale of such Warrant Shares and use its reasonable best efforts to have it declared effective by the Commission within thirty (30)
days.
(k) Future
Reports to the Underwriters. For one (1) year after the date of this Agreement, the Company will furnish, if not otherwise available
on EDGAR, to the Representative at 377 Oak Street, Lower Concourse, Garden City, NY 11530, Attention: Stephen Kiront, Chief Operating
Officer: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance
sheet of the Company as of the close of such fiscal year and statements of income, shareholders’ equity and cash flows for the year
then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable
after the filing thereof, copies of each proxy statement, Annual Report on Form 20-F, quarterly financial statements using a Form 6-K
or other report filed by the Company with the Commission; and (iii) as soon as available, copies of any report or communication of the
Company mailed generally to holders of its shares.
(l) No
Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.
(m) Existing
Lock-Up Agreements. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing
agreements between the Company and its securityholders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of
the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of
the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.
(n) Company
Lock-Up.
(i) The
Company on behalf of itself and any successor entity agrees that it will not, without the prior written consent of the Representative,
for a period of one hundred eighty (180) days following the Effective Date (the “Lock-Up Period”), (i) offer,
pledge, announce the intention to sell, contract to sell, or sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the
Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable
or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the 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.
(ii) Restrictions
contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under any share
plans of or warrants issued by the Company, as applicable, and in each case, described as outstanding in the Registration Statement, the
Disclosure Package or the Prospectus, (C) any options and other awards granted under any share plan of the Company or Ordinary Shares
issued pursuant to an employee share purchase plan, as applicable, and in each case, as described in the Registration Statement, the Disclosure
Package or the Prospectus, or (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third
party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration
agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling
portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (D) shall
not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered
Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause
(D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.
(o) Restriction
on Continuous Offerings. Notwithstanding the restrictions contained in Section 3(n), the Company, on behalf of itself and any
successor entity, agrees that, without the prior written consent of the Underwriters, it will not, for a period of twelve (12) months
from the commencement of the Company’s first day of trading, directly or indirectly in any “at-the-market” or continuous
equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of the Company or any
securities convertible into or exercisable or exchangeable for shares of the Company.
(p) Right
of First Refusal. The Company and the Representative agree that for a period of twelve (12) months from the Closing Date, whether
or not the engagement contemplated under this Agreement is terminated (other than termination for Cause, as defined below), the Company
grants the Representative the right (provided that the Offering is completed) to act as sole investment banker, sole book-runner, sole
placement agent and/or sole advisor, at the representative’s sole discretion, with respect to such financing or refinancing; or
(ii) decides to raise funds by means of an equity offering or a private placement of equity or debt securities using an underwriter or
placement agent, the representative (or any affiliate designated by the Representative) shall have the right to act as exclusive financial
advisor, sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for such
financing (the “Right of First Refusal”). The Right of First Refusal shall be subject to FINRA Rule 5110(g)(5), including
that it may be terminated by the Company for Cause, which shall mean a material breach by the Representative of this Agreement. The Representative
shall notify the Company of its intention to exercise the Right of First Refusal within fifteen (15) business days following notice in
writing by the Company. Any decision by the Representative to act in any such capacity shall be contained in separate agreements, which
agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually
agreed upon, and indemnification of the Representative and shall be subject to general market conditions. If the Representative declines
to exercise the Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services
on terms and conditions which are not more favorable to such other person or persons than the terms declined by the Representative. The
services provided by the Representative is solely for the benefit of the Company and are not intended to confer any rights upon any persons
or entities not a party hereto (including without limitation, securityholders, employees or creditors of the Company) as against the Representative
or its directors, officers, agents, and employees.
(q) Absence
of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any person (including any
governmental or regulatory agency or body or any court) is required to be obtained or made by the Company for the consummation of the
transactions contemplated by this Agreement, and issuance and sale of the Offered Securities, except for such as have been obtained, or
made on or prior to the Closing Date, and are, or on the Closing Date will be, in full force and effect. No authorization, consent, approval,
license, qualification or order of, or filing or registration with any person (including any governmental agency or body or any court)
in any foreign jurisdiction is required for the consummation of the transactions contemplated by this Agreement in connection with the
Offering, issuance and sale of the Offered Securities under the laws and regulations of such jurisdiction, except for such as have been
obtained or made.
Section
4 Payment of Fees and Expenses.
The
Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities
Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary
prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities;
(iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws,
including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection
with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing
fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by
FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters;
(vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the
costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the
marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel
and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other
costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this
Section.
The
Company also agrees to pay to the Representative a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the
Offering.
The
Company will also reimburse the Representative up to a maximum of $200,000 for out-of-pocket accountable expenses, including, but not
limited to: (i) background check on the Company’s principal shareholders, directors and officers; (ii) all due diligence expenses;
and (iii) legal counsel fees. The Company has paid an advance of $100,000 to the Representative for its anticipated out-of-pocket expenses;
any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually
incurred in accordance with FINRA Rule 5110(g)(4)(A). It is understood and agreed that the Company shall be responsible for the Representative’s
external counsel legal costs, any due diligence costs and any other accountable out-of-pocket fees and expenses in connection with the
Offering irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a
Closing.
Section
5 Conditions of the Obligations of the Underwriters.
The
obligations of the Underwriters to purchase the Offered Securities as provided herein on the Closing Date shall be subject to (i) the
accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof
and as of the Closing Date as though then made; (ii) the timely performance by the Company of its covenants and other obligations hereunder;
(iii) no objections from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration
Statement; and (iv) each of the following additional conditions:
(a) Accountant’s
Comfort Letter. On the date hereof, the Representative shall have received from the Accountant, a letter dated the date hereof addressed
to the Representative, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters, delivered according to Statement of Auditing Standards
No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information
contained in the Registration Statement and the Prospectus.
(b) Effectiveness
of Registration Statement; Compliance with Registration Requirements; No Stop Order. During the period from and after the execution
of this Agreement to and including the Closing Date and each Option Closing Date, as applicable:
(i) the
Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act)
in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective
amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall
have become effective; and
(ii) no
stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement,
shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.
(c) No
Material Adverse Change. For the period from and after the date of this Agreement to and including the Closing Date and/or each Option
Closing Date, as applicable, in the reasonable judgment of the Representative there shall not have occurred any Material Adverse Change.
(d) CFO
Certificate. On the Closing Date and on each Option Closing Date, as applicable, the Representative shall have received a written
certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain
financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort”
with respect to such information, in form and substance reasonably satisfactory to the Representative.
(e) Officers’
Certificate. On the Closing Date and on each Option Closing Date, as applicable, the Representative shall have received a written
certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date, to the effect
that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus and any amendment
or supplement thereto, each Issuer Free Writing Prospectus and this Agreement, to the effect that:
(i) The
representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date and on
each Option Closing Date, as applicable, 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 or Option Closing Date, as applicable;
(ii) No
stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order
having the effect of ceasing or suspending the distribution of the Offered Securities or any other securities of the Company has been
issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities
regulatory authority or stock exchange in the United States; and
(iii) Subsequent
to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been: (a) any
Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions
entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries
taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material
change in the share capital (except changes thereto resulting from the exercise of outstanding options or warrants or conversion of outstanding
indebtedness into Ordinary Shares of the Company) or outstanding indebtedness of the Company or any Subsidiary (except for the conversion
of such indebtedness into Ordinary Shares of the Company); (e) any dividend or distribution of any kind declared, paid or made on Ordinary
Shares of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been
sustained or will have been sustained which has a Material Adverse Effect.
(f) Secretary’s
Certificate. On the Closing Date and on each Option Closing Date, as applicable, the Representative shall have received a certificate
of the Company signed by the Secretary or the Chief Financial Officer of the Company, dated such Closing Date or Option Closing Date,
as applicable, certifying: (i) that each of the Company’s certificate of incorporation and amended and restated memorandum and articles
of association, as applicable, attached to such certificate is true and complete, has not been modified, and is in full force and effect;
(ii) that each of the Subsidiaries’ constitutive and organizational documents attached to such certificate is true and complete,
has not been modified, and is in full force and effect; (iii) that the resolutions of the Company’s Board of Directors relating
to the Offering attached to such certificate are in full force and effect and have not been modified; and (iv) the good standing of the
Company and each of the Subsidiaries (except in such jurisdictions where the concept of good standing is not applicable). The documents
referred to in such certificate shall be attached to such certificate.
(g) Bring-down
Comfort Letter. On the Closing Date and on each Option Closing Date, as applicable, the Representative shall have received from the
Accountant, a letter dated such date, in form and substance satisfactory to the Representative, to the effect that the Accountant reaffirms
the statements made in the letter furnished by it pursuant to Section 6(a), except that the specified date referred to therein
for the carrying out of procedures shall be no more than two (2) business days prior to the Closing Date.
(h) Lock-Up
Agreement from Certain Securityholders of the Company. On or prior to the date hereof, the Company shall have furnished to the Representative
an agreement substantially in the form of Exhibit A hereto from each of the Company’s officers, directors, securityholders
of five percent (5%) or more of the Ordinary Shares or securities convertible into or exercisable for the Ordinary Shares listed on Schedule
D hereto.
(i) Exchange
Listing. The Offered Securities to be delivered on the Closing Date shall have been approved for listing on the Nasdaq Capital Market,
subject to official notice of issuance.
(j) Company
Counsel Opinions. On the Closing Date, the Representative shall have received:
(i) the
favorable opinion of Ortoli Rosenstadt LLP, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative,
including a negative assurance letter, in form and substance reasonably satisfactory to the Representative;
(ii) the
favorable opinion of Jiangsu Junjin Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative;
(iii) the
favorable opinion of Nakamura International Law Office, Japanese counsel to the Company, in form and substance reasonably satisfactory
to the Representative; and
(iv) the
favorable opinion of Mourant Ozannes (Cayman) LLP, Cayman Islands counsel to the Company, in form and substance reasonably satisfactory
to the Representative.
The Underwriters shall rely
on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration
Statement, as to the due incorporation, validity of the Offered Securities, and due authorization, execution and delivery of the Agreement
and (ii) the Company’s PRC counsel, Jiangsu Junjin Law Firm, filed as Exhibit 8.1 to the Registration Statement.
(k) Additional
Documents. On or before the Closing Date, the Representative and counsel for the Representative shall have received such information,
documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Offered
Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction
of any of the conditions or agreements, herein contained.
If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative
by written notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part
of any party to any other party, except that Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide
expenses actually incurred by the Representative) and Section 7 (with respect to indemnification and contribution obligations)
shall at all times be effective and shall survive such termination.
Section
6 Effectiveness of this Agreement.
This
Agreement shall not become effective until the later of (i) the execution of this Agreement by the parties hereto and (ii) notification
(including by way of oral notification from the reviewer at the Commission) by the Commission to the Company of the effectiveness of
the Registration Statement under the Securities Act.
Section
7 Indemnification.
(a) Indemnification
by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective
directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section
15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each
a “Underwriter Indemnified Party”) from and against any losses, claims, fines (which may be imposed by any governmental authority,
including the CSRC), damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior
written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and
at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission
from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) an untrue statement
or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials
used in connection with the Offering, 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 the light of the circumstances under which they were
made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it
in connection with evaluating, investigating or defending against such loss, claim, fine, damage, liability or action; provided, however,
that the Company shall not be liable in any such case to the extent that any such loss, claim, fine, damage, expense or liability arises
out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus,
or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with
the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section
7(a) are not exclusive and will be in addition to any liability, which the Underwriters 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) Indemnification
by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of
their respective directors, officers, employees, agents 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 (collectively the “Company Indemnified Parties” and each a “Company
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 Underwriters) arising out (i) any untrue statement of a material fact contained
in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed
pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement
thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information”
filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus,
or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement
or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal
or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing
as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees
and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters
under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification
obligations under this Section 7(b) 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 Company Indemnified Party.
(c) Procedure.
Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying
party in writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve
it from any liability which it may have under this Section 7 except to the extent it has been materially adversely prejudiced
by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which
it may have to an indemnified party otherwise than under this Section 7. If any such action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the
extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action with counsel
reasonably satisfactory to the indemnified party (which counsel shall not, except with the written consent of the indemnified party,
be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the
defense of such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section
7(a) or 7(b), as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection
with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have
the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of
such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment
thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a),
(ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice
of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in
which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to
diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party
and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection
with the defense of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time any such indemnified party (in
addition to any local counsel), which firm shall be designated in writing by the Underwriters if the indemnified party under this Section
7 is an Underwriter Indemnified Party or by the Company if an indemnified party under this Section 7 is a Company Indemnified
Party. Subject to this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not
be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or
preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with,
any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party
shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect
to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under
this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise
or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified
party from all liability arising out of such action or claim 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. Subject to the provisions of the following sentence, no indemnifying party
shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent
(which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably
withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold
harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any
time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel,
such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written
consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request
for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days
prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance
with such request prior to the date of such settlement.
(d) Contribution.
If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under
Section 7(a) or Section 7(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute
to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss, claim, damage, expense or liability
(or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one hand and the indemnified parry or parties on the other
hand from the offering of the Offered Securities, or (ii) if the allocation provided by clause (i) of this Section 7(d) is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
of this Section 7(d) but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party
or parties on the other with respect to the statements, omissions, acts or failures to act which resulted in such loss, claim, damage,
expense or liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such offering shall be
deemed to be in the same proportion as the total proceeds from the offering of the Offered Securities purchased by investors as contemplated
by this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts received by the Underwriters
in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the
Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement, omission, act or failure to act; provided that the parties hereto agree
that the written information furnished to the Company by the Underwriters for use in any preliminary prospectus, any Registration Statement
or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company and
the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 7(d) be determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation
or proceeding referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending
against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage,
expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7(d), an underwriter shall
not be required to contribute any amount in excess of the total discounts received in cash by such underwriter in connection with the
Offering less the amount of any damages that such underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged
untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act by such underwriter. 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.
Section 8 Termination
of this Agreement.
Prior
to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement
under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time
(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq;
(ii) a general banking moratorium shall have been declared by any U.S. federal or Cayman Islands authorities; (iii) there shall have
occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States
or international financial markets, or any substantial change or development involving a prospective substantial change in United States’
or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse
and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce
contracts for the sale of securities; (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake,
theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s
opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any
of its representations, warranties or covenants hereunder, (vi) if the Representative shall have become aware after the date hereof of
such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions
as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Offered
Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vii) regulatory approval
(including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable
for the Representative to proceed with the Offering, sale and/or delivery of the Offered Securities or to enforce contracts for
the sale of the Offered Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (a) the
Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the
Representative for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated
with a due diligence report), actually incurred by the Representative in connection herewith as allowed under FINRA Rule 5110, less any
amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $50,000 in the aggregate,
(b) the Underwriters to the Company, or (c) any party hereto to any other party except that the provisions of Section 4 (with
respect to the reimbursement of out-of-pocket
accountable, bona fide expenses actually incurred by the Representative) and Section 7 (with respect to indemnification and contribution
obligations) shall at all times be effective and shall survive such termination
Section 9 No Advisory
or Fiduciary Responsibility.
The
Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Offered Securities.
The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement
entered into on an arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary
to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may
undertake or have undertaken in furtherance of the offering of the Offered Securities, either before or after the date hereof. The Underwriters
hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to
that effect. The Company hereby further confirms its understanding that no Underwriters has assumed an advisory or fiduciary responsibility
in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including, without limitation,
any negotiation related to the pricing of the Offered Securities; and the Company has consulted its own legal and financial advisors
to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that
they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or
views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with
respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company
hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with
respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions. Notwithstanding anything in this Agreement to the contrary, the Company
acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference
between the price to the public and the purchase price paid to the Company by the Underwriters for the Offered Securities, and the Underwriters
have no obligation to disclose, or account to the Company for, any of such additional financial interests.
Section 10 Representations
and Indemnities to Survive Delivery.
The
respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, and of the Underwriters
set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Underwriters or the Company or any of its or their partners, officers or directors or any controlling person, as the case may
be, and will survive delivery of and payment for the Offered Securities sold hereunder and any termination of this Agreement.
Section 11 Taxes.
(a) If
any sum payable by the Company under this Agreement is subject to tax in the hands of an Underwriter or Representative (each a “Taxable
Entity”) or taken into account as a receipt in computing the taxable income of that Taxable Entity (excluding net income taxes
on underwriting commissions payable hereunder), the Company shall pay such additional amount as will ensure that the Taxable Entities
shall be left with the sum it would have had in the absence of such tax.
(b) All
sums payable by the Company under this Agreement shall be paid free and clear of and without deductions or withholdings of any present
or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company shall pay such additional
amount as will result in the receipt by each Taxable Entity of the full amount that would have been received had no deduction or withholding
been made.
(c) All
sums payable to a Taxable Entity shall be considered exclusive of any value added or similar taxes. Where the Company is obliged to pay
value added or similar tax on any amount payable hereunder to a Taxable Entity, the Company shall in addition to the sum payable hereunder
pay an amount equal to any applicable value added or similar tax.
(d) Without
prejudice to the generality of the foregoing, if a Taxable Entity is required by any Hong Kong government authority to pay any taxes
imposed by the Hong Kong, PRC or Japan governments or any administrative subdivision or taxing authority thereof or therein (“Foreign
Taxes”) as a result of this Agreement, the Company will pay an additional amount to such Taxable
Entity so that the full amount of such payments as agreed herein to be paid to the such Taxable Entity is received by the such Taxable
Entity and will further, if requested by such Taxable Entity, use commercially reasonable efforts to give such assistance as such Taxable
Entity may reasonably request to assist such Taxable Entity in discharging its obligations in respect of such Foreign Taxes, including
by making filings and submissions on such basis and such terms as such Taxable Entity may reasonably request, promptly making available
to such Taxable Entity notices received from any Hong Kong governmental authority and, subject to the receipt of funds from such Taxable
Entity, by making payment of such funds on behalf of such Taxable Entity to the relevant foreign government authority in settlement of
such Foreign Taxes. In the event the Company must pay any such Foreign Taxes to a relevant taxing authority, the Company shall forward
to such Taxable Entity an official receipt or a copy of the official receipt issued by the taxing authority or other document evidencing
such payment.
Section
12 Notices.
All
communications hereunder shall be in writing and shall be mailed, hand delivered, or emailed to the parties hereto as follows:
| |
To the Underwriters at: |
Craft Capital Management LLC
377 Oak Street, Lower Concourse
Garden City, NY 11530
Attn: Stephen Kiront, COO
Email: skiront@craftcm.com
EF Hutton LLC
590 Madison Ave
39th Floor, NY 10022
Attn: Stephanie Hu
Email: shu@efhutton.com
|
| |
With a copy (which shall not constitute notice) to: |
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
Attn: Ying Li, Esq; Guillaume de Sampigny, Esq.
Email: yli@htflawyers.com; gdesampigny@htflawyers.com
|
| |
To the Company at: |
3-1208 Tiananzhihui Compound
228 Linghu Road
Xinwu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
Attn: Yujun Xiao
Email: yjxiao@huhutech.com.cn
|
| |
With a copy (which shall not constitute notice) to: |
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Attn: William S. Rosenstadt, Esq.; Mengyi “Jason”
Ye, Esq.
Email: wsr@orllp.legal; jye@orllp.legal |
Any
party hereto may change the address for receipt of communications by giving written notice to the others.
Section
13 Successors.
This
Agreement will inure to the benefit of and be binding upon the parties hereto and to the benefit of the employees, officers and directors
and controlling persons referred to in Section 7, and in each case their respective successors, and no other person will have
any right or obligation hereunder. The term “successors” shall not include any purchaser of the Offered Securities as such
merely by reason of such purchase.
Section
14 Partial Unenforceability.
The
invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other Section, paragraph, or provision hereof. If any Section, paragraph, or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.
Section
15 Governing Law Provisions.
This
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to
conflict of laws principles thereof.
Section
16 Consent to Jurisdiction.
No
legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a “Related
Proceeding”) may be commenced, prosecuted or continued in any court other than the courts of the State of New York located
in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively,
the “Specified Courts”) shall have jurisdiction over the adjudication of any Related Proceeding, and the parties to
this Agreement hereby irrevocably consent to the exclusive jurisdiction the Specified Courts and personal service of process with respect
thereto. The parties to this Agreement hereby irrevocably waive any objection to the laying of venue of any Related Proceeding in the
Specified Courts and irrevocably waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in
any Specified Court has been brought in an inconvenient forum.
Section
17 General Provisions.
This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the Offering, except for those specific provisions of the Engagement
Letter between the Company and the Representative, dated as of August 20, 2024, that are not related to the Offering, each of which provisions
shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts,
each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This
Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied)
may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the
convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
Each
of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations
regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7,
and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7
hereto fairly allocate the risks in the light of the ability of the parties to investigate the Company, its affairs and its business
in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus
(and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
The
respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters
set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation,
or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any
person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company,
(ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement.
Except
as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters,
the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s
officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns”
shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase.
[signature
page follows]
If the foregoing is in accordance
with your understanding of the Agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument,
along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| |
Very truly yours, |
| |
|
| |
HUHUTECH INTERNATIONAL GROUP INC. |
| |
|
| |
By: |
/s/ Yujun Xiao |
| |
Name: |
Yujun Xiao |
| |
Title: |
Chief Executive Officer |
The foregoing Agreement is hereby confirmed and
accepted by the Underwriters as of the date first above written.
For itself and on behalf of the several
Underwriters listed on Schedule A hereto
| CRAFT CAPITAL MANAGEMENT LLC |
|
| |
|
| By: |
/s/ Stephen Kiront |
|
| Name: |
Stephen Kiront |
|
| Title: |
Chief Operating Officer |
|
SCHEDULE A
| Underwriter | |
Number of Firm Shares | |
| Craft Capital Management LLC | |
| 522,500 | |
| EF Hutton LLC | |
| 522,500 | |
| R. F. Lafferty & Co., Inc. | |
| 5,000 | |
| Total | |
| 1,050,000 | |
SCHEDULE B
Issuer Free Writing Prospectus(es)
Free writing prospectus filed with the SEC on September 19, 2024.
SCHEDULE C
Pricing Information
Number of Firm Shares: 1,050,000 shares
Public Offering Price per Share: $4.00
Underwriting Discount per Share: $0.30
Proceeds to Company per Share (before expenses):
$3.70
SCHEDULE D
Lock-Up Parties
| Name |
Title |
| Yujun Xiao |
CEO, Director |
| Yinglai Wang |
Director, Chairperson of the Board |
| Huiping Zhang |
CFO |
| Xiaoming Chen |
CTO |
| Xiaoqiu Zhang |
Independent Director |
| Qi Zheng |
Independent Director |
| Jin Ma |
Independent Director |
| Army Xiao Holdings Limited |
5% or Greater Shareholder |
| Billion Wang Holdings Limited |
5% or Greater Shareholder |
| Increase Willpower Limited Partnership |
5% or Greater Shareholder |
SCHEDULE E
Subsidiaries
| Name of Subsidiary |
|
Jurisdiction of Incorporation or Organization |
| HUHUTECH (HK) Limited |
|
Hong Kong |
| Wuxi Xinwu District Jianmeng Electromechanical Technology Co., LTD |
|
PRC |
| Jiangsu HUHU Electromechanical Technology Co., Ltd |
|
PRC |
| HUHU Technology Co., Ltd |
|
Japan |
SCHEDULE F
Written Testing the Waters Communication
None.
EXHIBIT A
Form of Lock-Up Agreement
EXHIBIT B
Form of Representative’s Warrant
36
Exhibit 4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT
TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-270958). THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE
WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY
(180) DAYS FOLLOWING THE COMMENCEMENT OF THE SALE OF THE COMPANY’S ORDINARY SHARES, PAR VALUE $0.0000025 PER SHARE, PURSUANT TO
THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-270958) TO ANYONE OTHER THAN (I) CRAFT CAPITAL MANAGEMENT LLC,
OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF CRAFT CAPITAL MANAGEMENT
LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR
TO APRIL 23, 2025. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER 20, 2029.
FORM OF WARRANT
FOR THE PURCHASE OF [●] ORDINARY SHARES
OF
HUHUTECH INTERNATIONAL GROUP INC.
1. Purchase
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between HUHUTECH INTERNATIONAL GROUP INC., a
Cayman Islands exempted company (the “Company”) and CRAFT CAPITAL MANAGEMENT LLC, dated as of October 21, 2024 (the
“Underwriting Agreement”), [●] (the “Holder”), as registered owner of this Purchase Warrant,
is entitled, at any time and from time to time, during the four and half year period commencing six months from the commencement of sales
of the Offering, i.e., from April 21, 2025 (the “Exercise Date”), to October 20, 2029 (the “Expiration
Date”), at or before 5:00 p.m., Eastern time, but not thereafter, to subscribe for, purchase, and receive, in whole or in part,
up to such number of Ordinary Shares representing five percent (5 %) of the total number of Offered Securities, subject to adjustment
as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close,
then this Purchase Warrant may be exercised on the next succeeding day which is not such a day. During the period ending on the Expiration
Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable
at $5.00 per Ordinary Share (125% of the price of the Firm Shares sold in the Offering); provided, however, that upon the
occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise
price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as
a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning
ascribed to them in the Underwriting Agreement.
2.1. Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly executed and
completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary Shares
being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified
check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date,
this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.
2.2. Cashless
Exercise. At any time after the Exercise Date and until the Expiration Date, Holder may elect to receive the number of Ordinary Shares
equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company,
together with the exercise form attached hereto, in which event the Company shall issue to Holder, Ordinary Shares in accordance with
the following formula:
| Where, |
X |
= |
The number of Ordinary Shares to be issued to Holder; |
| |
Y |
= |
The number of Ordinary Shares for which the Purchase Warrant is being exercised; |
| |
A |
= |
The fair market value of one (1) Ordinary Share; and |
| |
B |
= |
The Exercise Price. |
For purposes of this Section 2.2, the “fair
market value” of an Ordinary Share is defined as follows:
| (i) | if the Ordinary Shares are traded on a national securities exchange, the value shall be deemed to be the
weighted average of the closing price on such exchange for the five (5) consecutive trading days ending on the day immediately prior to
the exercise form being submitted in connection with the exercise of the Purchase Warrant; or |
| (ii) | if the Ordinary Shares are actively traded over-the-counter, the value shall be deemed to be the weighted
average price of the Ordinary Shares for the five (5) consecutive trading days ending on the trading day immediately prior to the exercise
form being submitted in connection with the exercise of the Purchase Warrant; or |
| (iii) | if there is no market for the shares of Ordinary Shares, the value shall be the fair market value thereof,
as determined in good faith by the Company’s Board of Directors. |
2.3. Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear the following legends unless such securities have
been registered under the Securities Act of 1933, as amended (the “Securities Act”) or are exempt from registration
thereunder:
| (i) | “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND
EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF THE SALE OF THE COMPANY’S ORDINARY SHARES, PAR VALUE $0.0000025 PER SHARE, PURSUANT
TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-270958) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN CRAFT CAPITAL MANAGEMENT LLC, OR BONA FIDE OFFICERS OR PARTNERS OF CRAFT CAPITAL MANAGEMENT
LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE
ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).” |
| (ii) | Any legend required by the securities laws of any state to the extent such laws are applicable to the
Ordinary Shares represented by a certificate, instrument, or book entry so legended. |
3.1. General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not:
(a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the commencement
of sales of the public offering (the “Effective Date”) to anyone other than: (i) an Underwriter (as defined in the
Underwriting Agreement, each, an “Underwriter”) or a selected dealer participating in the Offering, or (ii) a bona
fide officer or partner of an Underwriter or of any such selected dealer, in each case in accordance with FINRA Rule 5110(g)(1), or (b)
cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided
for in FINRA Rule 5110(g)(2). On and after that date that is one hundred eighty (180) days after the Effective Date, transfers to others
may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment notice form attached hereto as Exhibit B duly executed and completed, together with
this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) business
days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants
of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Ordinary Shares purchasable
hereunder or such portion of such number as shall be contemplated by any such assignment.
3.2. Restrictions
Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the
Company has received the opinion of counsel for the Company that such securities may be transferred pursuant to an exemption from registration
under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale
of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and includes a current prospectus, or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights
pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed and declared effective
by the Commission and compliance with applicable state securities law has been established.
4.1. Demand
Registration.
4.1.1 Grant of Right.
Unless all of the Warrant Shares are included in an effective registration statement with a current prospectus or a qualified offering
statement with a current registration statement, the Company, upon written demand (a “Demand Notice”) of the Holder,
agrees to register, on one occasion, all or any portion of the Warrant Shares that are permitted to be registered under the Securities
Act. On such occasion, the Company will file a new registration statement or post-effective amendment to the registration statement with
the Commission (a “Demand Registration Statement”) covering such Warrant Shares within sixty (60) days after receipt
of a Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance
with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company
has filed a registration statement with respect to which the Holder is entitled to piggyback pursuant to Section 4.2 hereof and either:
(i) the Holder has elected to participate in the offering covered by such registration statement; or (ii) if such registration statement
relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has
been withdrawn or until thirty days after such offering is consummated. The demand for registration may be made at any time during a period
of five years beginning on the date of commencement of sales of the Offering.
4.1.2 Terms. The
Company shall bear all fees and expenses attendant to the Demand Registration Statement pursuant to Section 4.1.1, but the Holder(s) shall
pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holder(s) to represent the Holder(s)in
connection with the sale of the Warrant Shares. The Company agrees to use its best efforts to cause the filing of a Demand Registration
Statement required herein to become effective promptly and to qualify or register the Warrant Shares in such states as are reasonably
requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Warrant Shares in a state
in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit
to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their Ordinary
Shares of the Company. The Holder(s) shall only use the prospectuses provided by the Company to sell the shares of Ordinary Shares covered
by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder(s)
that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section
4.1.2, the Holder(s) shall be entitled to a Demand Registration Statement under this Section 4.1.2 on only one occasion and such demand
registration right shall terminate on the fifth anniversary of the commencement of sales of the Offering in accordance with FINRA Rule
5110(g)(8)(C).
4.2. “Piggy-Back”
Registration.
4.2.1 Grant of Right.
Unless all of the Warrant Shares are included in an effective registration statement with a current prospectus or a qualified offering
statement with a current offering circular, the Holder shall have the right, for a period of five years commencing on the date of commencement
of sales of the Offering, to include the remaining Warrant Shares as part of any other registration of securities filed by the Company
(other than in connection with a transaction contemplated by Rule 145 promulgated under the Securities Act or pursuant to Form F-3 or
any equivalent form).
4.2.2 Terms. The
Company shall bear all fees and expenses attendant to registering the Warrant Shares pursuant to Section 4.2.1 hereof, but the Holder(s)
shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holder(s) to represent them in connection
with the sale of the Warrant Shares. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding
Warrant Shares with not less than 30 days’ written notice prior to the proposed date of filing of such registration statement. Such
notice to the Holder(s) shall continue to be given for each registration statement filed by the Company until such time as all of the
Warrant Shares have been registered under an effective registration statement. The holders of the Warrant Shares shall exercise the “piggy-back”
rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to
file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the
Holder may request registration under this Section 4.2.2. Notwithstanding the provisions of this Section 4.2.2, such piggyback registration
rights shall terminate on the fifth anniversary of the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D).
4.3. The
Company shall use its best efforts to maintain the effectiveness of the registration statement and a current prospectus relating to the
registration of the Warrant Shares until (i) all Warrant Shares have been disposed of pursuant to such effective registration statement,
(ii) all Warrant Shares are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are
met, or (iii) all Warrant Shares become and remain eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions
and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1).
During any period when the Company fails to have maintained an effective Registration Statement or a current Prospectus relating thereto
and a holder of this Purchase Warrant desires to exercise such warrant and, in the opinion of counsel to the Holder, Rule 144 is not available
as an exemption from registration for the resale of the Warrant Shares, the Company shall promptly file a registration statement registering
the resale of such Warrant Shares and use its reasonable best efforts to have it declared effective by the Commission within thirty (30)
days.
| 5. | New Purchase Warrants to be Issued. |
5.1. Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of
like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Ordinary Shares
purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.
5.2. Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Purchase
Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.
6.1. Adjustments
to Exercise Price and Number of shares of Warrant Shares. The Exercise Price and the number of Warrant Shares shall be subject to
adjustment from time to time as hereinafter set forth:
6.1.1. Share
Dividends, Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split up of Ordinary Shares or other similar event,
then, on the effective day thereof, the number of Warrant Shares purchasable hereunder shall be increased in proportion to such increase
in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.
6.1.2. Aggregation
of Shares of Ordinary Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar event,
then, on the effective date thereof, the number of Warrant Shares purchasable hereunder shall be decreased in proportion to such decrease
in outstanding shares, and the Exercise Price shall be proportionately increased.
6.1.3. Replacement
of Ordinary Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares
other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the par value of such Ordinary
Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other
than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation
or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind
and amount of Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of Warrant Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any
reclassification also results in a change in Ordinary Shares covered by Section 6.1.1 or Section 6.1.2, then such adjustment
shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section 6.1.3. The provisions of this Section
6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations,
sales or other transfers.
6.1.4. Fundamental
Transaction. If, at any time while this Purchase Warrant is outstanding, the Company enters into the following transactions with another
Person or group of Persons whereby such other Person or group acquires more than fifty percent (50%) of the outstanding Ordinary Shares
(not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with, the
other Persons making or party to such stock or share purchase agreement or other business combination): (i) the Company, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or
exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of the
outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spinoff or scheme of arrangement) with another Person or group of Persons (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of ordinary shares
of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional or alternative consideration
(the “Alternative Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of Ordinary Shares for which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any
such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration based
on the amount of Alternative Consideration issuable in respect of one (1) Ordinary Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternative Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash, or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternative Consideration it receives
upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Purchase Warrant, and to deliver to the Holder in exchange for this Purchase Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Purchase Warrant which is exercisable for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable
and receivable upon exercise of this Purchase Warrant prior to such Fundamental Transaction, and with an exercise price which applies
the Exercise Price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental
Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant and the other transaction documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of, the Company
and shall assume all of the obligations of the Company, under this Purchase Warrant and the other transaction documents with the same
effect as if such Successor Entity had been named as the Company herein.
6.1.5. Changes
in Form of Purchase Warrant. This form of Purchase Warrant needs not be changed because of any change pursuant to this Section
6.1 and Purchase Warrant may state the same Exercise Price and the same number of Warrant Shares as are stated in the Purchase Warrants
initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required
or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date hereof or the computation thereof.
6.2. Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or
into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Ordinary Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall
execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of the Purchase Warrant then outstanding or
to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of
such Purchase Warrant, the kind and amount of Ordinary Shares and other securities and property receivable upon such consolidation or
share reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company for which such Purchase Warrant might
have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale, or transfer. Such supplemental
Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The
above provisions of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.
6.3. Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Ordinary Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the
intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the
nearest whole number of Ordinary Shares or other securities, properties, or rights, as applicable.
7. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Ordinary Shares, solely for the purpose
of issuance upon exercise of this Purchase Warrant, such number of Ordinary Shares or other securities, properties or rights, as applicable,
as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment
of the Exercise Price therefor (either with cash or through cashless exercise pursuant to Section 2.2 hereof), in accordance with
the terms hereby, all Ordinary Shares issuable upon such exercise shall be duly and validly issued, fully paid, and non-assessable and
not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of this Purchase Warrant
and payment of the exercise price therefor (either with cash or through cashless exercise pursuant to Section 2.2 hereof), all Ordinary
Shares and other securities, as applicable, issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use
its commercially reasonable efforts to cause all Warrant Shares and other securities, as applicable, issuable upon exercise of this Purchase
Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market
or any successor quotation system) on which the Ordinary Shares issued to the public in the Offering may then be listed and/or quoted
(if at all).
| 8. | Certain Notice Requirements. |
8.1. Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive
notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrant and its exercise thereof, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice to the Holder of such event
at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”)
for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date
or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to the
Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.
8.2. Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all
the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all
or substantially all of its property, assets and business shall be proposed.
8.3. Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.
8.4. Transmittal
of Notices. All notices, requests, consents, and other communications under this Purchase Warrant shall be in writing and shall be
deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses and contact
information set forth below:
If to the Holder:
[ ]
With a copy to:
[ ]
If to the Company:
HUHUTECH International Group Inc.
3-1208 Tiananzhihui Compound
228 Linghu Road
Xinwu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135Attn: Yujun Xiao
| Email: | yjxiao@huhutech.com.cn |
With a copy to:
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
| Attn: | William S. Rosenstadt, Esq. |
Mengyi “Jason”
Ye, Esq.
| Email: | wsr@orllp.legal; jye@orllp.legal |
Phone No.: (212) 588-0022
9.1. Amendments.
This Purchase Warrant may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express
or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
9.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.
9.3. Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being
delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to
the subject matter hereof.
9.4. Successors
and Assigns. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein
contained.
9.5. Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.
9.6. Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by, construed, and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from
the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its
stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby.
9.7. Waiver,
etc. The failure of the Company or the Holder to, at any time, enforce any of the provisions of this Purchase Warrant shall not be
deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant, any provision
hereof, or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in
a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any
such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
9.8. Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior
to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement pursuant to which
they agree that all outstanding Purchase Warrant(s) will be exchanged for securities or cash or a combination of both (such, an “Exchange
Agreement”), then Holder shall agree to such exchange and become a party to the Exchange Agreement.
9.9. Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.
9.10. Holder
Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this
Purchase Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of
this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of share, reclassification of share, consolidation, merger, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
which it is then entitled to receive upon the due exercise of this Purchase Warrant. In addition, nothing contained in this Purchase Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchase Warrant or otherwise)
or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
9.11. Restrictions.
The Holder acknowledges that the Ordinary Shares acquired upon the exercise of this Purchase Warrant, if not registered, and the Holder
does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
9.12. Severability.
Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Purchase Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Purchase Warrant.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 23rd day of October, 2024.
| |
HUHUTECH INTERNATIONAL GROUP INC. |
| |
By: |
|
| |
|
Yujun Xiao |
| |
|
Chief Executive Officer |
EXHIBIT A
Exercise Notice
Form to be used to exercise Purchase Warrant:
Date: __________, 20___
The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ Ordinary Shares of HUHUTECH INTERNATIONAL GROUP INC., a Cayman Islands exempted
company (the “Company”) and hereby makes payment of $____ (at the rate of $____ per Ordinary Share) in payment of the
Exercise Price pursuant thereto. Please issue the Ordinary Shares as to which this Purchase Warrant is exercised in accordance with the
instructions given below and, if applicable, a new Purchase Warrant representing the number of Ordinary Shares for which this Purchase
Warrant has not been exercised. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.
or
The undersigned hereby elects
irrevocably to convert its right to purchase ___ Ordinary Shares under the Purchase Warrant for ______ Ordinary Shares, as determined
in accordance with the following formula:
| |
X |
= |
Y(A-B) |
|
| |
A |
|
| Where, |
X |
= |
The
number of Ordinary Shares to be issued to Holder; |
| |
Y |
= |
The number of Ordinary
Shares for which the Purchase Warrant is being exercised; |
| |
A |
= |
The fair market
value of one (1) Ordinary Share which is equal to $_____; and |
| |
B |
= |
The Exercise Price
which is equal to $______ per Ordinary Share |
The undersigned agrees and
acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation
shall be resolved by the Company in its sole discretion.
Please issue the Ordinary
Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Ordinary Shares for which this Purchase Warrant has not been converted.
[NAME]
[Signature]
[Signature Guaranteed]
INSTRUCTIONS FOR REGISTRATION
OF SECURITIES
Name:
(Print in Block Letters)
Address:
NOTICE: The signature to this
form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.
EXHIBIT B
Assignment Notice
Form to be used to assign Purchase Warrant:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the
within Purchase Warrant):
FOR VALUE RECEIVED, _______________does hereby
sell, assign and transfer unto the right to purchase ______ ordinary shares of HUHUTECH INTERNATIONAL GROUP INC., a Cayman Islands exempted
company (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right
on the books of the Company.
Dated: , 20__
[Signature]
[Signature Guaranteed]
NOTICE: The signature to this
form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered
national securities exchange.
B-1
Exhibit 99.1
HUHUTECH International Group Inc. Announces
Pricing of Initial Public Offering
Wuxi, China, October 21, 2024 —
HUHUTECH International Group Inc. (the “Company” or “HUHUTECH”), a professional provider of factory facility
management and monitoring systems, today announced the pricing of its initial public offering (the “Offering”) of
1,050,000 ordinary shares (“Ordinary Shares”) at a public offering price of US$4.0 per Ordinary Share. The Ordinary
Shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on October 22, 2024 under
the ticker symbol “HUHU.”
The Company expects to receive aggregate gross
proceeds of US$4.2 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company
has granted the underwriters a 45-day option to purchase up to an additional 157,500 Ordinary Shares at the public offering price, less
underwriting discounts. The Offering is expected to close on or about October 23, 2024, subject to the satisfaction of customary closing
conditions.
Proceeds from the Offering will be used for: (i)
the construction of a 5,000 square meter R&D plant, the expansion of the R&D team, the construction of addition facilities, and
purchase of equipment for the production of equipment for gas supply system in the Company’s Wuxi plant; (ii) the expansion and
development of the Company’s business located in the PRC; (iii) working capital, team building, operating expenses and other general
corporate purposes, and (iv) paying taxes, provident fund, and social security.
The Offering is being conducted on a firm commitment
basis. Craft Capital Management LLC is acting as the representative of the underwriters, with EF Hutton LLC acting as the co-underwriter
(collectively, the “Underwriters”) for the Offering. Ortoli Rosenstadt LLP is acting as U.S. counsel to the Company
and Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Underwriters in connection with the Offering.
A registration statement on Form F-1 relating
to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-270958), as amended,
and was declared effective by the SEC on September 30, 2024. The Offering is being made only by means of a prospectus, forming a part
of the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from Craft Capital
Management LLC by email at info@craftcm.com, by standard mail to 377 Oak St, Lower Concourse, Garden City, NY 11530, or by telephone at
+1 (800) 550-8411; or from EF Hutton LLC by email at syndicate@efhutton.com, by standard mail to 590 Madison Ave 39th floor, New York,
NY 10022, or by telephone at +1 (212) 404-7002. In addition, copies of the final prospectus relating to
the Offering, when available, may be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press
release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall
such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there
be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About HUHUTECH International Group Inc.
HUHUTECH International Group Inc. is a professional
provider of factory facility management and monitoring systems. Through its subsidiaries in China and Japan, HUHUTECH designs and provides
customized high-purity gas and chemical production system and equipment. The Company’s products mainly include high-purity process
systems (HPS) and factory management control systems (FMCS), which effectively increase operation efficiency by using standardized module
software. The modularity of HUHUTECH’s software solution reduces the errors caused by frequent updates of the program. As a nationally
recognized brand, HUHUTECH serve major players in the pan-semiconductor industry. Its products and services are widely used by semi-conductor
manufacturers, LED and micro-electronics factories, as well as some pharmaceutical, food and beverage manufacturers. For more information,
please visit the Company’s website: ir.huhutech.com.cn.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown
risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company
believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that
the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly
any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may
be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s
registration statement and other filings with the SEC.
For more information, please contact:
HUHUTECH International Group Inc.
Investor Relations Department
Email: ir@huhutech.com.cn
Ascent Investors Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
Exhibit 99.2
HUHUTECH International Group Inc. Announces
Closing of Initial Public Offering
Wuxi, China, October 23, 2024 — HUHUTECH
International Group Inc. (Nasdaq: HUHU) (the “Company” or “HUHUTECH”), a professional provider of factory facility
management and monitoring systems, today announced the closing of its initial public offering (the “Offering”) of 1,050,000
ordinary shares (“Ordinary Shares”) at a public offering price of US$4.0 per Ordinary Share. The Ordinary Shares began trading
on the Nasdaq Capital Market on October 22, 2024 under the ticker symbol “HUHU.”
The Company received aggregate gross proceeds
of US$4.2 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has
granted the underwriters a 45-day option to purchase up to an additional 157,500 Ordinary Shares at the public offering price, less underwriting
discounts.
Proceeds from the Offering will be used for: (i)
the construction of a 5,000 square meter R&D plant, the expansion of the R&D team, the construction of addition facilities, and
purchase of equipment for the production of equipment for gas supply system in the Company’s Wuxi plant; (ii) the expansion and
development of the Company’s business located in the PRC; (iii) working capital, team building, operating expenses and other general
corporate purposes, and (iv) paying taxes, provident fund, and social security.
The Offering was conducted on a firm commitment
basis. Craft Capital Management LLC acted as the representative of the underwriters, with EF Hutton LLC acted as the co-underwriter
(collectively, the “Underwriters”) for the Offering. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company and
Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the Underwriters in connection with the Offering.
A registration statement on Form F-1 relating
to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-270958), as amended,
and was declared effective by the SEC on September 30, 2024. The Offering was made only by means of a prospectus, forming a part of the
registration statement. Copies of the final prospectus relating to the Offering may be obtained from Craft Capital Management LLC by email
at info@craftcm.com, by standard mail to 377 Oak St, Lower Concourse, Garden City, NY 11530, or by telephone at +1 (800) 550-8411; or
from EF Hutton LLC by email at syndicate@efhutton.com, by standard mail to 590 Madison Ave 39th floor, New York, NY 10022, or by telephone
at +1 (212) 970-5150. In addition, copies of the final prospectus relating to the Offering, may be obtained via the SEC's website at www.sec.gov.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in
the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale
of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction.
About HUHUTECH International Group Inc.
HUHUTECH International Group Inc. is a professional
provider of factory facility management and monitoring systems. Through its subsidiaries in China and Japan, HUHUTECH designs and provides
customized high-purity gas and chemical production system and equipment. The Company’s products mainly include high-purity process
systems (HPS) and factory management control systems (FMCS), which effectively increase operation efficiency by using standardized module
software. The modularity of HUHUTECH’s software solution reduces the errors caused by frequent updates of the program. As a nationally
recognized brand, HUHUTECH serve major players in the pan-semiconductor industry. Its products and services are widely used by semi-conductor
manufacturers, LED and micro-electronics factories, as well as some pharmaceutical, food and beverage manufacturers. For more information,
please visit the Company’s website: ir.huhutech.com.cn.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current
expectations and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly
any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may
be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s
registration statement and other filings with the SEC.
For more information, please contact:
HUHUTECH International Group Inc.
Investor Relations Department
Email: ir@huhutech.com.cn
Ascent Investors Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
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