UNDERWRITING AGREEMENT between FGI INDUSTRIES LTD. and THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New York
The undersigned, FGI Industries Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FGI INDUSTRIES LTD. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 20[_] between FGI Industries Ltd., a Cayman Islands exempted company (the “Company”), and [Director] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2023 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 27, 2022, by and among (i) FGI Industries Ltd. (the “Company”), and (iii) Foremost Groups Ltd. (a “Holder” and collectively with other subsequent parties to the Agreement, “Holders”).
FGI Industries, Ltd. Non-Qualified Stock Option Agreement Under the 2021 Equity Incentive PlanNon-Qualified Stock Option Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
FGI Industries, Ltd. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s ordinary shares to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of January 2022 (the “Effective Date”), by and between FGI Industries Ltd. (“FGI” or the “Company”) and David Bruce (“Executive”).
SHARED SERVICES AGREEMENT January 14, 2022Shared Services Agreement • March 31st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
This SHARED SERVICES AGREEMENT (the “Agreement”) effective as of the date first written above (the “Effective Date”), is by and between Foremost Worldwide Co., Ltd. (“Service Provider”) and FGI Industries, Ltd. (“Service Recipient”).
SHARED SERVICES AGREEMENT January 14, 2022Shared Services Agreement • March 31st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
This SHARED SERVICES AGREEMENT (the “Agreement”) effective as of the date first written above (the “Effective Date”), is by and between FGI Industries, Inc. (“Service Provider”) and Foremost Home Industries, Inc. (“Service Recipient”).
AMENDED AND RESTATED GLOBAL SOURCING AND PURCHASE AGREEMENT January 1, 2023Global Sourcing and Purchase Agreement • April 17th, 2023 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
This AMENDED AND RESTATED GLOBAL SOURCING AND PURCHASE AGREEMENT (the “Agreement”) effective as of the date first written above (“Effective Date”), by and between Foremost Worldwide Co. Ltd. (“FWW”) and FGI Industries, Ltd. (“FGI”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. October 20, 2000 Foremost International Trading Co., Inc (Party A) TANGSHAN...Agreement for Co-Operations • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures
This agreement is set forth by and between the following parties at the Economical Specific Zone of Shenzhen, Guandong Province, Peoples' Republic of China on October 20, 2000.
SALES & PURCHASE AGREEMENTSales & Purchase Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
This is an AGREEMENT made this [ ] day of [ ] 2021, by and between FGL International, Ltd. (hereinafter referred to as "FGII") and Foremost Groups Ltd. (including its various subsidiaries, hereinafter referred to as "FGL").
GLOBAL SOURCING AND PURCHASE AGREEMENTGlobal Sourcing and Purchase Agreement • March 31st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
This GLOBAL SOURCING AND PURCHASE AGREEMENT (the "Agreement") is made this 14 day of January 2022, by and between Foremost Worldwide Co. Ltd. ("FWW") and FGI Industries, Ltd. ("FGI").
SALES & PURCHASE AGREEMENTSales & Purchase Agreement • March 31st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
This is an AGREEMENT made this 28th day of January 2022, by and between FGI Industries, Ltd. whose registered address is P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands (hereinafter referred to as "FGI") and Foremost Worldwide Co. Ltd., whose address is Flat B, 4/F, Carbo Mansions, 325 Queen’s Road Central, Hong Kong, China (hereinafter referred to as "FWW").
Form of Representative’s Warrant AgreementWarrant Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New York
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS WARRANT IS NOT EXERCISABLE AFTER [•], 2026.
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • November 12th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated April 23, 2012, is made and executed between Foremost Groups, Inc. (“Borrower”) and East West Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
GLOBAL SOURCING AND PURCHASE AGREEMENTGlobal Sourcing and Purchase Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
This GLOBAL SOURCING AND PURCHASE AGREEMENT (the "Agreement") is made this [ ] day of [ ] 2021, by and between Foremost Worldwide Co. Ltd. ("FWW") and FGI Industries, Ltd. ("FGI").
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • December 1st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated October 31, 2022, is made and executed between FGI Industries Inc. ("Borrower") and East West Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
FGI Industries, Ltd. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
FGI Industries, Ltd. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
SALES & PURCHASE AGREEMENTSales & Purchase Agreement • March 31st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
This is an AGREEMENT made this 14 day of January 2022, by and between FGI International, Ltd. (hereinafter referred to as "FGII") and FGI Industries, Inc. (hereinafter referred to as "FGI").
INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENTIndependent Non-Executive Director Agreement • October 4th, 2021 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey
THIS INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT (this “Agreement”) is made and entered into effective as of [ ], 2021 (the “Effective Date”), between FGI Industries Ltd., a Cayman Islands exempted company (the “Company”), and [ ] (the “Director”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 31st, 2022 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • New York
This Warrant Agent Agreement (“Warrant Agreement”) is made as of January 27, 2022, by and among FGI Industries Ltd., a Cayman Islands exempt company, with offices at 906 Murray Road, East Hanover, NJ 07869 (the “Company”), and Continental Stock Transfer & Trust Company, a Delaware limited purpose trust company (the “Warrant Agent”).
AMENDED AND RESTATED SHARED SERVICES AGREEMENT January 1, 2023Shared Services Agreement • April 17th, 2023 • FGI Industries Ltd. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
This AMENDED AND RESTATED SHARED SERVICES AGREEMENT (the “Agreement”) effective as of the date first written above (the “Effective Date”), is by and between Foremost Worldwide Co., Ltd. (“Service Provider”) and FGI Industries, Ltd. (“Service Recipient” and together, the “Parties”).
