ICZOOM Group Inc. Sample Contracts

ICZOOM GROUP INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 3rd, 2023 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 18th, 2024 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between ICZOOM Group Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 17th, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York

This Indemnification Agreement (this “Agreement”) is entered into as of [•] by and between ICZOOM Group Inc., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

ICZOOM GROUP INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 17th, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 18th, 2024 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York

This letter (this “Agreement”) constitutes the agreement between ICZOOM Group Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • September 17th, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”).

Exclusive Option Agreement
Exclusive Option Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):

Contract
ICZOOM Group Inc. • January 18th, 2024 • Retail-radio, tv & consumer electronics stores • New York

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 DAYS FOLLOWING [●], 2024 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) FT GLOBAL CAPITAL, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF FT GLOBAL CAPITAL, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.

ORDINARY SHARES PURCHASE WARRANT ICZOOM GROUP INC.
ICZOOM Group Inc. • February 3rd, 2023 • Retail-radio, tv & consumer electronics stores • New York

THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC or its assignees assigns (the “Holder”) are entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof [THE DATE THAT IS SIX (6) MONTHS AFTER THE CONSUMMATION OF THE COMPANY’S INITIAL PUBLIC OFFERING] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 20[●] [DATE THAT IS FIVE YEARS AFTER THE CONSUMMATION OF THE COMPANY’S INITIAL PUBLIC OFFERING] (the “Termination Date”) but not thereafter, to subscribe for and purchase from ICZOOM GROUP INC., a Cayman Islands exempted company with limited liability (the “Company”), up to [●]1 Ordinary Shares (as defined below)(as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):

EMPLOYMENT AGREEMENT
Employment Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2017, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Lei Xia, an individual with U.S. passport number 488572859 (the “CEO”).

VIE协议终止确认函 VIE Termination Agreement
Vie Termination Agreement • January 21st, 2022 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
EMPLOYMENT AGREEMENT 服务协议
Employment Agreement 服务协议 • December 2nd, 2022 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2022, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Liu Duanrong an individual with ID number [*] (the “COO”).

Business Cooperation Agreement
Business Cooperation Agreement • January 21st, 2022 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

This Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 18, 2022_ in Shenzhen, the People’s Republic of China (“China” or the “PRC”).

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

I, Jun Liu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: 510103197104194572, executes this Power of Attorney on December 14, 2020 , effective as of the date hereof. I am a holder of 100% of the equity interests in Shenzhen Pai Ming Electronics Co., Ltd.1 (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2017, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Liu Duanrong an individual with ID number 510105197510030760 (the “COO”).

EMPLOYMENT AGREEMENT 服务协议
Employment Agreement • October 25th, 2024 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

This EMPLOYMENT AGREEMENT (hereinafter known as the “Agreement”) is entered into effect on May 1, 2023, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (hereinafter known as the “Company”) and Ms. Duanrong with ID number [***].

EMPLOYMENT AGREEMENT
Employment Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st March 2021, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and He Qiang, an individual with ID number 440202198502171216 (the “CFO”).

Certain confidential information contained in this document, marked by [***], has been omitted because such information is both not material and is the type that the Company customarily and actually treats that as private or confidential. EMPLOYMENT...
Employment Agreement • October 25th, 2024 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

This EMPLOYMENT AGREEMENT (hereinafter known as the “Agreement”) is entered into effect on May 1, 2023, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (herein after known as the “Company”) and Mr. Lei Xia with passport number [***].

EMPLOYMENT AGREEMENT 服务协议
Employment Agreement 服务协议 • February 3rd, 2023 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2022, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Lei Xia, an individual with U.S. passport number 488572859 (the “CEO”).

ICZOOM GROUP INC.
ICZOOM Group Inc. • August 23rd, 2021 • Retail-radio, tv & consumer electronics stores • New York

ICZOOM Group Inc., a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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