Exhibit
1.1
August 7, 2023
UNDERWRITING
AGREEMENT
Revere
Securities, LLC
000
Xxxxx Xxxxxx 00xx Floor
New York, NY 10019
X.X.
Xxxxxxxx & Co., Inc.
00 Xxxx Xxxxxx, 00xx Floor
New York, NY 10005
As
Representatives of the several Underwriters
named on Schedule 1 attached hereto
Ladies
and Gentlemen:
The
undersigned, Xxxxxx Corporation a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this
“Agreement”) with Revere Securities, LLC (“Revere”) and X.X. Xxxxxxxx & Co., Inc. (“X.X. Xxxxxxxx,”
together with Revere, hereinafter collectively referred to as “you” (including its correlatives) or the “Representatives”)
and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representative (the Representatives
and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”)
as follows:
1. Purchase
and Sale of Shares.
1.1 Firm Shares.
1.1.1. Nature and Purchase of Firm Shares.
(i) On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to sell in the aggregate 3,000,000 ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”),
and each Underwriter agrees to purchase, severally and not jointly, at the Closing, an aggregate of 3,000,000 Ordinary Shares (“Firm
Shares”). The offering and sale of the Shares is herein referred to as the “Offering.”
(ii) The
Firm Shares are to be offered together to the public at the offering price per one Firm Share as set forth on Schedule 2-A hereto
(the “Purchase Price”). The Underwriters, severally and not jointly, agree to purchase from the Company the number
of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase
price for one Firm Share of $4.65 (or 93% of the Purchase Price).
1.1.2. Firm Shares Payment and Delivery.
(i) Delivery
and payment for the Firm Shares shall be made no later than 1:00 p.m., Eastern time, on the second (2nd) Business Day following
the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below)
(or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01
p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representatives and the Company, at the offices of Winston
& Xxxxxx LLP at 000 Xxxxxxx Xx., Xxxxx 0000, Xxxxxxx, XX 00000-0000 (together with Xxxxxxx Partners Law, “Representatives’
Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the
Representatives and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.”
(ii) Payment
for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company
upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the
facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be
registered in such name or names and in such authorized denominations as the Representatives may request in writing 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 Representatives for
all of the Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or
a day on which banking institutions are authorized or obligated by law to close in New York, New York.
1.2 Over-allotment Option.
1.2.1. Option
Shares. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company
hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, up to 450,000
additional Ordinary Shares (the “Option Shares”, and along with the Firm Shares, the “Shares”),
representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company. The purchase price to be paid per Option
Share shall be equal to the price per Option Share set forth in Schedule 2-A. The Shares shall be issued directly by the Company and
shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred
to below. The offering and sale of the Shares is herein referred to as the “Offering.”
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representatives as to all
(at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Effective Date. The
Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment
Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the
Representatives, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for
the Option 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 Representatives, at the offices of
Representatives’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be
agreed upon by the Company and the Representatives. If such delivery and payment for the Option 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 Option Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to
sell to the Underwriters the number of the Option Shares specified in such notice and (ii) each of the Underwriters, acting
severally and not jointly, shall purchase that portion of the total number of the Option Shares then being purchased as set forth in
Schedule 1 opposite the name of such Underwriter.
1.2.3. Payment
and Delivery. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,
payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing
the Option Shares (or through the facilities of DTC or via DWAC transfer) for the account of the Underwriters. The Option Shares shall
be registered in such name or names and in such authorized denominations as the Representatives may request in writing prior to the Option
Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representatives
for applicable Option Shares.
1.3 Representatives’ Warrants.
1.3.1. Purchase
Warrants. The Company hereby agrees to issue and sell to the Representatives (and/or its designees) on the Closing Date (“Representatives’
Warrants”) five- year warrants for the purchase of a number of the Shares equal to 2.0% of the number of the sum of the Firm
Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A, at an
initial exercise price of $5.75 (or 115% of the public offering price per Firm Share). The Representatives’ Warrants and the Shares
issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The
Representatives’ Securities are transferrable within the Representatives’ respective organizations at their discretion. The
Representatives’ Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement
Date”) and will expire five (5) years after the Commencement Date. The Representatives’ Securities are not redeemable
by the Company. The Representatives’ Securities provide for immediate demand and/or piggy-back registration rights at the Company’s
expense. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring
the Representatives’ Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by
its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ 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 following the Effective Date to anyone other than
(i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate
of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up
restrictions. The Representatives’ Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers,
and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise
immediately prior to expiration. The Representatives’ Warrants will contain such other terms and conditions no less favorable to
Representatives than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.
1.3.2. Delivery.
Delivery of the Representatives’ Warrants shall be made on the Closing Date and shall be issued in the name or names and in such
authorized denominations as the Representatives may request.
2. Representations and Warranties of the Company.
The
Company represents and warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the
Option Closing Date, if any, as follows:
2.1 Filing of Registration Statement.
2.1.1. Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the
“Commission”) a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-
267068), including any related prospectus or prospectuses, for the registration of the Shares and the Representatives’
Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and
amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the
Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act
Regulations”) and will contain all material statements that are required to be stated therein in accordance with the
Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as
amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus
included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof
and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities
Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration
Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations,
then after such filing, the term “Registration Statement” shall include such registration statement filed
pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof.
Each
prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information
that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary
Prospectus.” The Preliminary Prospectus, subject to completion, dated July 26, 2023, that was included in the Registration
Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus
in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any
reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus
included in the Registration Statement.
“Applicable
Time” means 5:00 p.m., Eastern time, on the date of this Agreement.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act
Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule
405 of the Securities Act Regulations) relating to the Shares that is (i) required to be filed with the Commission by the Company, (ii)
a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed
with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description
of the Shares or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the
Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide
Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.
“Pricing
Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing
Prospectus and the information included on Schedule 2-A hereto, all considered together.
Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-41774) providing for the registration pursuant
to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Ordinary Shares.
The registration of the Ordinary Shares under the Exchange Act has become effective on or prior to the date hereof. The Company has taken
no action designed to, or 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.
2.2 Share
Exchange Listing. The Shares and the Ordinary Shares underlying the Representatives’ Warrants have been approved for listing
on the NASDAQ Capital Market (the “Exchange”), and the Company has taken no action designed to, or likely to have
the effect of, delisting of the Shares or the Ordinary Shares underlying the Representatives’ Warrants from the Exchange, nor has
the Company received any written notification that the Exchange is contemplating terminating such listing.
2.3 No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
written order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.
2.4 Disclosures in Registration Statement.
2.4.1. Compliance with Securities Act and 10b-5 Representation.
(i) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus
filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,
at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the
Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the
Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except
to the extent permitted by Regulation S-T.
(ii) Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any
Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii) The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not
and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus
hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus
or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus
as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to statements made in reliance upon and in conformity with written information
furnished to the Company in writing with respect to the Underwriters by the Representatives expressly for use in the Registration Statement,
the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such
information provided by or on behalf of any Underwriter consists solely of the information in the table set forth in the first paragraph
of the “Underwriting” section and the disclosure contained in the “Underwriting” subsections “- Discounts
and Commissions” and “Representatives’ Warrants” of the Prospectus (the “Underwriters’ Information”).
(iv) Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date (if any), included, includes or will include
an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to the Underwriters’ Information.
2.4.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that
have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is
a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, or (ii) is material to the business of the Company and its Subsidiaries (as defined below),
has been duly authorized and validly executed by the Company and/or its Subsidiaries, is in full force and effect in all material
respects and is enforceable against the Company and/or its Subsidiaries and, to the Company’s knowledge, the other parties
thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to
the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred
that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or
event which would not reasonably be expected to result in a Material Adverse Change (as defined below). To the Company’s
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of
any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”),
including, without limitation, those relating to environmental laws and regulations, except for any violation which would not
reasonably be expected to result in a Material Adverse Change (as defined below).
2.4.3. Prior
Securities Transactions. During the past three (3) years from the date of this Agreement, no securities of the Company have been
sold by the Company or, to the Company’s knowledge, by or on behalf of, or for the benefit of, any person or persons controlling,
controlled by or under common control with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package
and any Preliminary Prospectus.
2.4.4. Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state,
local and all foreign regulation on the Offering and the Company’s business as currently contemplated are, to the Company’s
knowledge, correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus which are not so disclosed.
2.5 Changes after Dates in Registration Statement.
2.5.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial
position or results of operations of the Company or its Subsidiaries taken as a whole, nor any change or development that, singularly
or in the aggregate, would involve a material adverse change in or affecting the condition (financial or otherwise), results of operations,
business, or assets of the Company or its Subsidiaries taken as a whole (a “Material Adverse Change”); (ii) there
have been no material transactions entered into by the Company or its Subsidiaries, other than as contemplated pursuant to this Agreement;
and (iii) no officer or director of the Company has resigned from any position with the Company.
2.5.2. Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution
on or in respect to its capital stock.
2.6 Independent
Accountants. To the knowledge of the Company, Accell Audit and Compliance, P.A. (“Auditor”), whose report
is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent
registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting
Oversight Board. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g)
of the Exchange Act.
2.7 Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules, if any, included in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial
position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial
statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”),
consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end
audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and any
supporting schedules included in the Registration Statement present fairly in all material respects the information required to be
stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the
Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations.
The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement,
the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in all material respects in accordance
with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly in all material
respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used
therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the
Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as
such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item
10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure
Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current
or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its subsidiaries listed in Exhibit
21.1 to the Registration Statement (each, a “Subsidiary” and, collectively, the
“Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any
material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made
any distribution of any kind with respect to its Ordinary Shares or other capital stock (c) there has not been any change in the
capital of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation
plan, and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt. The Company
represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to the Registration
Statement.
2.8 Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the
adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure
Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date or at any Option Closing Date, there
will be no options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Ordinary Shares or any security
convertible or exercisable into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options,
warrants, rights or convertible securities.
2.9 Valid Issuance of Securities, etc.
2.9.1. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by
the Company. The Ordinary Shares, preferred shares, and any other securities outstanding or to be outstanding upon consummation of
the Offering conform in all material respects to all statements relating thereto contained in the Registration Statement, the
Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding Ordinary Shares were at all relevant times
either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on
the representations and warranties of the purchasers of such shares, exempt from such registration requirements.
2.9.2. Securities
Sold Pursuant to this Agreement. The Shares and Representatives’ Warrants have been duly authorized for issuance and sale and,
when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject
to personal liability by reason of being such holders; the Shares and Representatives’ Warrants are not and will not be subject
to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all
corporate action required to be taken for the authorization, issuance and sale of the Shares and Representatives’ Warrants has
been duly and validly taken; the Ordinary Shares issuable upon exercise of the Representatives’ Warrants have been duly authorized
and reserved for issuance by all necessary corporate action on the part of the Company and when issued in accordance with such Representatives’
Warrants, as the case may be, such Ordinary Shares will be validly issued, fully paid and non-assessable. The Shares and the Representatives’
Warrants conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
2.10 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company
have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such
securities in a registration statement to be filed by the Company.
2.11 Xxxxxxxx
and Binding Effect of Agreements. This Agreement and the Representatives’ Warrants have been duly and validly authorized
by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision
may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought.
2.12 No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the
consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms
hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material
breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation,
modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to
the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the
Company’s Memorandum and Articles of Association (as the same may be amended or restated from time to time, the
“Charter”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any
Governmental Entity as of the date hereof.
2.13 No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of
any term or provision of its Charter, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment
or decree of any Governmental Entity, except in the cases of clause (ii) for such violations which would not reasonably be expected to
cause a Material Adverse Change.
2.14 Corporate Power; Licenses; Consents.
2.14.1. Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has
all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits
of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for the absence of which would not reasonably
be expected to result in a Material Adverse Change.
2.14.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No
consent, authorization or order of, and no filing with, any court, government agency, the Exchange or other body is required for the
valid issuance, sale and delivery of the Shares and the consummation of the transactions and agreements contemplated by this Agreement
and the delivery of the Representatives’ Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package
and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations
of the Financial Industry Regulatory Authority, Inc. (“FINRA”),.
2.15 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 immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section
2.24 below), provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of any information
which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.16 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge,
any executive officer or director that is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and
the Prospectus which has not been disclosed.
2.17 Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws
of its formation as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which
its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly
or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.18 Insurance.
The Company carries or is entitled to the benefits of insurance, (including, without limitation, as to directors and officers insurance
coverage), with, to the Company’s knowledge, reputable insurers, in such amounts and covering such risks which the Company believes
are adequate, and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to
renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse
Change.
2.19 Transactions Affecting Disclosure to FINRA.
2.19.1. Finder’s
Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims,
payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the
Company or any Insider with respect to the sale of the Shares hereunder or any other arrangements, agreements or understandings of the
Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determined
by FINRA.
2.19.2. Payments
within Six (6) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the
Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee,
consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who
raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation
or association with any FINRA member, within the six (6) months immediately prior to the original filing of the Registration Statement,
other than the payment to the Underwriters as provided hereunder in connection with the Offering.
2.19.3. Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein.
2.19.4. FINRA
Affiliation. To the Company’s knowledge, and except as may otherwise be disclosed in FINRA questionnaires provided to the Representatives’
Counsel, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company’s
securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period
immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).
2.19.5. Information.
All information provided by the Company in its FINRA questionnaire to Representatives’ Counsel specifically for use by Representatives’
Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all
material respects.
2.20 Foreign
Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries,
has, directly or indirectly, given or agreed 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 assist it in connection
with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future,
might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure
that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt
Practices Act of 1977, as amended.
2.21 Compliance
with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.
2.22 Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
2.23 Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representatives’
Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.24 Lock-Up
Agreements. The Company has caused each of its officers, directors and owners of greater than 5% of the Company’s outstanding
Ordinary Shares (or securities convertible or exercisable into Ordinary Shares) (collectively, the “Lock-Up Parties”)
to deliver to the Representatives an executed Lock-Up Agreement, in a form substantially similar to that attached hereto as Exhibit B
(the “Lock-Up Agreement”), simultaneously with or prior to the execution of this Agreement.
2.25 Subsidiaries.
All Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation,
and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires
such qualification, except where the failure to qualify would not have a Material Adverse Change. The Company’s ownership and control
of each Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.26 Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person
required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described
as required by the Securities Act Regulations.
2.27 Board
of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus
and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition
of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder
(the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of
the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such
term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on
the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
2.28 Xxxxxxxx-Xxxxx Compliance.
2.28.1. Disclosure
Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company has developed
and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations,
and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a
timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure
documents.
2.28.2. Compliance.
The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Xxxxxxxx-Xxxxx
Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the
Xxxxxxxx-Xxxxx Act.
2.29 Accounting
Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company
maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the
Exchange Act Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by,
or under the supervision of, its respective principal executive and principal financial officers, or persons performing similar
functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability; (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 the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal control over financial
reporting, and, if applicable, with respect to such remedial actions disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the Company represents that it has taken all remedial actions set forth in such disclosure. The
Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant
deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the
Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability
to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether
or not material, that involves management or other employees who have a significant role in the Company’s internal controls
over financial reporting.
2.30 No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an
“investment company,” as defined in the Investment Company Act of 1940, as amended.
2.31 No
Labor Disputes. No material labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge
of the Company, is imminent.
2.32 Intellectual
Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent
applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses,
inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the
business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries
necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus
will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others.
Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with
asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation
by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of
the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such
Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that
would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a
Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the
Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or
unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware
of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any
other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or
otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written
notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that
would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a
Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in
any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement,
non-competition agreement, non- solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former
employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by
the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a
Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the
Company which has not been patented has been kept confidential. The Company is not 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, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement,
the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in
the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in
violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors
or employees, or otherwise in violation of the rights of any persons.
2.33 Taxes.
Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to
file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes
(as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company
or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably
be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with
or as part of the Registration Statement are, to the Company’s knowledge, sufficient for all accrued and unpaid taxes, whether
or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing
to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the
returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to
the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes”
means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,
windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any
penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations,
reports, statements and other documents required to be filed in respect to taxes.
2.34 ERISA
Compliance. The Company is not subject to the Employee Retirement Income Security Act of 1974, as amended, or the regulations
and published interpretations thereunder.
2.35 Compliance
with Laws. Except as otherwise disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus and as
could not, individually or in the aggregate, be expected to result in a Material Adverse Change, each of the Company and each
Subsidiary, the Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the
services provided by the Company (“Applicable Laws”), except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other
correspondence or notice from any other governmental authority alleging or asserting noncompliance with any Applicable Laws or any
licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such
Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such material Authorizations
are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not
received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action
from any governmental authority or third party alleging that any product operation or activity is in violation of any Applicable
Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim,
litigation, arbitration, action, suit, investigation or proceeding that if brought would result in a Material Adverse Change; (E)
has not received written notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend,
modify or revoke any Authorizations and has no knowledge that any such Governmental Authority is considering such action; (F) has
filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects
on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or
involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or
replacement, safety alert, post-sale warning, or other notice or action relating to the alleged lack of safety of any product or any
alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to
initiate any such notice or action.
2.36 Ineligible
Issuer. At the time of filing the Registration Statement and any post- effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Shares and at the date hereof,
the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination
by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.37 Real
Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and
its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or
personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear
of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value
of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries;
and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under
which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any written notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or
subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the
leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.
2.38 Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of
its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but
not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially
affect the Company’s or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources
required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been
described as required.
2.39 Loans
to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or
directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus.
2.40 Industry
Data; Forward-looking statements. The statistical and market-related data included in each of the Registration Statement, the
Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes
are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such
sources. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained
in the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
2.41 Testing-the-Waters
Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications and (ii) authorized anyone to
engage in Testing-the-Waters Communications. The Company confirms that the Representatives have 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 2-C 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; “Testing-the-Waters Communication”
means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
2.42 Emerging
Growth Company. From the time of the initial confidential submission of the Registration Statement to the Commission (or, if
earlier, the first date on which the Company engaged directly in 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.
2.43 Electronic
Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities
Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is required
in connection with the Offering.
2.44 Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Ordinary
Shares to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.45 Dividends
and Distributions. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, no Subsidiary
of the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from
the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.
2.46 Lending
Relationships. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, the Company
(i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does not
intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the
Underwriters.
2.47 Foreign
Private Issuer. The Company is a “foreign private issuer” as defined in Rule 405 of the Securities Act.
2.48 Passive
Foreign Investment Company Status. Based on the Company’s current estimates of its gross income and the value of its gross
assets (including goodwill) and the manner in which the Company conducts its business, the Company was not a Passive Foreign Investment
Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended December 31, 2021 and
does not expect that it will become a PFIC for the taxable year ending December 31, 2022.
2.49 Cayman Islands Legal Matters.
2.49.1. Subject
to conducting the Offering as provided for in the section titled “Underwriting” in the Preliminary Prospectus, the Company
is not required to publish a prospectus in the Cayman Islands under the Cayman Islands laws with respect to the offer and sale of the
Shares.
2.49.2. There
are no proceedings that have been instituted in the Cayman Islands for the dissolution of the Company.
2.49.3. Assuming
that the Underwriters do not maintain a permanent establishment in the Cayman Islands, are not otherwise subject to taxation in the Cayman
Islands, or are exempt therefrom, the issuance, delivery and sale to the Underwriters of the Shares to be sold by the Company hereunder
are not subject to any tax imposed by the Cayman Islands or any political subdivision thereof.
2.49.4. Neither
the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Cayman Islands.
2.49.5. The
Company has duly designated Cogency Global Inc. as its authorized agent to receive service of process as set forth in Section 9.6.2 below.
2.49.6. No
stamp duty or similar tax or duty is payable under applicable laws or regulations of the Cayman Islands in connection with the creation,
issuance or delivery of the Shares.
2.49.7. Subject
to the conditions, exceptions and qualifications set forth in the Registration Statement, and the Preliminary Prospectus, a final and
conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by a
Cayman Islands court.
2.49.8. The
choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman
Islands.
3. Covenants of the Company.
The
Company covenants and agrees as follows:
3.1 Amendments
to Registration Statement. The Company shall deliver to the Representatives, prior to filing, any amendment or supplement to
the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representatives shall reasonably object in writing.
3.2 Federal Securities Laws.
3.2.1. Compliance.
The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will notify
the Representatives promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement
shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any comments from
the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus, or of the suspension of the qualification of the Shares and the Representatives’ Warrants for offering or sale
in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to
Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the Offering of the Shares and Representatives’ Warrants. The Company
shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required
by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the
form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not,
it will promptly file such prospectus. The Company shall use its reasonable best efforts to prevent the issuance of any stop order, prevention
or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
3.2.2. Continued
Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange
Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the
Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Shares
is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be)
required by the Securities Act to be delivered in connection with sales of the Shares, any event shall occur or condition shall
exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the
Registration Statement in order that the Registration Statement will not include an 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; (ii) amend or
supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the
case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii)
amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in
order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give
the Representatives notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and,
a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or
supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use
any such amendment or supplement to which the Representatives or Representatives’ Counsel shall reasonably object. The Company
will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.
The Company has given the Representatives notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations
within 48 hours prior to the Applicable Time. The Company shall give the Representatives notice of its intention to make any such
filing from the Applicable Time until the Closing Date and the exercise in full or expiration of the Over-allotment Option specified
in Section 1.2 hereof and will furnish the Representatives with copies of the related document(s) a reasonable amount of time prior
to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for
the Underwriters shall reasonably object.
3.2.3. Exchange
Act Registration. Until three years after the date of this Agreement, the Company shall use its commercially reasonable efforts to
maintain the registration of the Ordinary Shares under the Exchange Act.
3.2.4. Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior consent of the Representatives, they shall not make
any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a
“free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by
the Company under Rule 433; provided that the Representatives shall be deemed to have consented to each Issuer General Use
Free Writing Prospectus set forth in Schedule 2-B. The Company represents that it has treated or agrees that it will treat each such
free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing
prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433
with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time
following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such
Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included
or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will
promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.
3.2.5. Testing-the-Waters
Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs
an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representatives and shall
promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement
or omission.
3.3 Delivery
to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available
to the Representatives and Representatives’ Counsel, without charge, signed copies of the Registration Statement as originally
filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts,
and upon request will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally
filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant
to XXXXX, except to the extent permitted by Regulation S-T.
3.4 Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter,
without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents
to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge,
during the period when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to
be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably
request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
3.5 Effectiveness
and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration
Statement covering the issuance of the Ordinary Shares underlying the Representatives’ Warrants to remain effective with a current
prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representatives immediately and confirm the notice
in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by
the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance
by any state securities commission of any proceedings for the suspension of the qualification of the shares underlying the Representatives’
Warrants for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv)
of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event
during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in
the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a)
the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission
or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable
effort to obtain promptly the lifting of such order.
3.6 Review
of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements
for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.
3.7 Listing.
The Company shall use its commercially reasonable efforts to maintain the listing of the Ordinary Shares and the Ordinary Shares
underlying the Representatives’ Warrant on the Exchange for at least three (3) years from the date of this Agreement.
3.8 Payment of Expenses
3.8.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on the Closing Date and the Option Closing Date, if any, all
expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) the
costs of preparing, printing and filing the registration statement with the SEC, amendments and supplements thereto, and post
effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing
of a sufficient quantity of preliminary and final prospectuses as Revere may reasonably request; (b) the costs of preparing,
printing and delivering exhibits thereto, in such quantities as Revere may reasonably request; (c) all fees, expenses and
disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign
jurisdictions designated by Revere; (d) the fees of counsels and accountants for the Company, including fees associated with any
blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; (f) fees, if necessary, associated
with translation services; (g) expenses related to road shows; and (h) the Company’s expenses associated with “due
diligence” meetings arranged by the Representatives (none of which will be received or paid on behalf of an “underwriter
and related person” as such term is defined in Rule 5110 of FINRA’s Rules); provided, however, that all such
costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Representatives, inclusive of those
expenses covered by the $80,000 Cash Retainer (defined below), shall not exceed $150,000 in the aggregate (less any advances against
out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). With the
exception of the Cash Retainer, the Representatives may deduct from the net proceeds of the Offering payable to the Company on the
Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the
Representatives and others, as agreed to by the Company in writing.
Additionally,
the Company has paid the Representatives $80,000, as cash retainer fee (the “Cash Retainer”), which will be against
anticipated out-of-pocket expenses, consisting of the following: (i) $40,000 was paid to the Representatives upon the execution of the
engagement letter, and (ii) $40,000 was paid to the Representatives upon the filing of this registration statement. This payment was
an advance against anticipated out-of-pocket expenses. Promptly, upon the consummation of this offering or the earlier termination of
the engagement period in accordance with its terms, the underwriter will return the balance of any remaining portion of the advance to
the extent such monies were not used for reasonable and documented out-of-pocket expenses incurred.
The
Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date or the Option Closing Date,
if any, the expenses set forth herein, which are in excess of the Cash Retainer, to be paid by the Company to the Underwriters;
provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters
pursuant to Section 8.3 hereof.
3.8.2. Non-Accountable
Expense Allowance. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.8.1, on the Closing
Date, it shall pay to the Representatives, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable
expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of the Shares.
3.9 Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application
thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.
3.10 Delivery
of Earnings Statements to Security Holders. The Company will timely file such reports pursuant to the Exchange Act as are
necessary in order to make generally available to its security holders as soon as practicable, an earnings statement (which need not
be certified by independent registered public accounting firm unless required by the Securities Act or the Securities Act
Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of
at least twelve (12) consecutive months beginning after the date of this Agreement.
3.11 Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders has taken or shall take, directly or indirectly,
any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the
Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Shares.
3.12 Internal
Controls. Except to the extent disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, the Company
shall maintain a system of internal accounting controls sufficient 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 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.
3.13 Accountants.
As of the date of this Agreement, the Company has retained an independent registered public accounting firm reasonably acceptable to
the Representatives, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for
a period of at least three (3) years after the date of this Agreement. The Representatives acknowledge that the Auditor is acceptable
to the Representatives.
3.14 FINRA.
For a period of ninety (90) days from the later of the Closing Date or the Option Closing Date, the Company shall advise the
Representatives (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the
Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial owner of the
Company’s unregistered equity securities which were acquired during the 180 days immediately preceding the filing of the
original Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as
determined in accordance with the rules and regulations of FINRA).
3.15 No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual
in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,
or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions
contemplated by this Agreement.
3.16 Company
Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, it will not, for a period of three (3)
months from the closing of the offering (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, change the terms of, or grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any
securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or cause to be
filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any
securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company.
3.17 Release
of D&O Lock-up Period. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth
in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice
of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees
to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the
effective date of the release or waiver.
3.18 Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify the
Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the
Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Shares;
provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify
as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation
in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.19 Reporting
Requirements. The Company, during the period when a prospectus relating to the Shares is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission
pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company
shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the Securities Act Regulations.
4. Conditions of Underwriters’ Obligations.
The
obligations of the Underwriters to purchase and pay for the Shares, as provided herein, shall be subject to (i) the continuing accuracy
of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing
Date, if any, (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance
by the Company of its obligations hereunder; and (iv) the following conditions:
4.1 Regulatory Matters.
4.1.1. Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:00 p.m.,
Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at the
Closing Date and the Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are
pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any)
from the Commission for additional information. The Prospectus containing the Rule 430A Information shall have been filed with the
Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective
amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the
requirements of Rule 430A.
4.1.2. FINRA
Clearance. On or before the date of this Agreement, the Representatives shall have received clearance from FINRA as to the amount
of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. Exchange
Share Market Clearance. On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to
official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the
Exchange, subject only to official notice of issuance.
4.2 Company Counsel Matters.
4.2.1. Closing
Date Opinions of Counsels. On the Closing Date, the Representatives shall have received the favorable opinions of The Xxxxx Law Group
P.C., U.S. counsel for the Company, Ogier, Cayman Islands counsel for the Company, in form and substance reasonably satisfactory to Representatives’
Counsel addressed to the Representatives and stating that such opinions may be relied upon by Representatives’ Counsel.
4.2.2. Option
Closing Date Opinion of Counsel. On the Option Closing Date, if any, the Representatives shall have received the favorable opinions
of The Xxxxx Law Group, P.C., U.S. counsel for the Company, Ogier, Cayman Islands counsel for the Company, dated the Option Closing Date,
addressed to the Representatives and in form and substance reasonably satisfactory to the Representatives, confirming as of the Option
Closing Date, the statements made by such counsel in their opinions delivered on the Closing Date.
4.2.3. Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United
States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion,
if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representatives) of other counsel reasonably
acceptable to the Representatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper,
on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody
of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or
certificates shall be delivered to Representatives’ Counsel if requested.
4.3 Representatives Counsel Matters.
4.3.1. Closing
Date Opinions of Counsels. On the Closing Date, the Representatives shall have received the favorable opinions of Xxxxxxx & Xxxxxx
LLP, U.S. counsel for the Representatives, and Xxxxxxx & Partners Law, Australian counsel for the Representatives, in form and substance
reasonably satisfactory to the Representatives addressed to the Representatives.
4.3.2. Option
Closing Date Opinion of Counsel. On the Option Closing Date, if any, the Representatives shall have received the favorable
opinions of Xxxxxxx & Xxxxxx LLP, U.S. counsel for the Representatives, and Xxxxxxx & Partners Law, Australian counsel for
the Representatives, dated the Option Closing Date, addressed to the Representatives and in form and substance reasonably
satisfactory to the Representatives, confirming as of the Option Closing Date, the statements made by such counsel in their opinions
delivered on the Closing Date.
4.4 Comfort Letters.
4.4.1. Cold
Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter containing statements and information
of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial
information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed to the Representatives
and in form and substance satisfactory in all respects to you and to the Auditor, dated as of the date of this Agreement.
4.4.2. Bring-down
Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received from the
Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the
statements made in the letter furnished pursuant to Section 4.4.1, except that the specified date referred to shall be a date not more
than three (3) Business Days prior to the Closing Date or the Option Closing Date, as applicable.
4.5 Officers’ Certificates.
4.5.1. Company
Officers’ Certificate. The Company shall have furnished to the Representatives a certificate, dated the Closing Date and
any Option Closing Date (if such date is other than the Closing Date), of its Chief Executive Officer and its Chief Financial
Officer stating that (i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any
Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as
of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not
include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing
Date (or any Option Closing Date if such date is other than the Closing Date), any Issuer Free Writing Prospectus as of its date and
as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the Prospectus and each amendment
or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a
material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has
occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure Package
or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date (or any Option
Closing Date if such date is other than the Closing Date), the representations and warranties of the Company in this Agreement are
true and correct in all material respects (except for those representations and warranties qualified as to materiality, which shall
be true and correct in all respects and except for those representations and warranties which refer to facts existing at a specific
date, which shall be true and correct as of such date) and the Company has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date if such date is other
than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited financial statements included
in the Pricing Disclosure Package, a Material Adverse Change.
4.5.2. Company
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received
a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively,
certifying: (i) that the Charter is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions
of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and
have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission;
and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such
certificate.
4.6 No
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no
Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest
dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii)
no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or
by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding
may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have
been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus
and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities
Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor
any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.7 Delivery of Agreements.
4.7.1. Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representatives executed copies of the
Lock-Up Agreements.
4.7.2. Representatives’
Warrant. On the Closing date, the Company shall have delivered to the Representatives an executed copy of the Representatives’
Warrant.
4.8 Additional
Documents. At the Closing Date and at each Option Closing Date (if any), Representatives’ Counsel shall have been furnished
with such documents and opinions as they may require for the purpose of enabling Representatives’ Counsel to deliver an opinion
to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares and the
Representatives’ Warrants as herein contemplated shall be satisfactory in form and substance to the Representatives and Representatives’
Counsel.
5. Indemnification.
5.1 Indemnification of the Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and
each of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates,
counsel, and agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an
“Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the
Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party, or
otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at
common law or otherwise or under the laws of foreign countries (a “Claim”), arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained, or the omission or alleged omission therefrom of 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, in (A) the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus,
the Prospectus, or in any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as from time to time
each may be amended and supplemented); (B) any materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to
investors by the Company (whether in person or electronically); or (C) any application or other document or written communication
(in this Section 5, collectively called “application”) executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Shares and Representatives’ Warrants under the securities
laws thereof or filed with the Commission, any state securities commission or agency, the Exchange or any other national securities
exchange; unless, with respect to each subsection (A) through (C), such statement or omission was made in reliance upon, and
in conformity with, the Underwriters’ Information. With respect to any untrue statement or omission or alleged untrue
statement or omission made in the Registration Statement, Pricing Disclosure Package or Prospectus, the indemnity agreement
contained in this Section 5.1.1 shall not inure to the benefit of any Underwriter Indemnified Party to the extent that any loss,
liability, claim, damage or expense of such Underwriter Indemnified Party results from the fact that a copy of the Prospectus was
not given or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale
of the Shares to such person as required by the Securities Act and the Securities Act Regulations, and if the untrue statement or
omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the
Company with its obligations under Section 3.3 hereof. The Company also agrees that it will reimburse each Underwriter Indemnified
Party for all reasonable fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out
of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified
Parties and any third party, or otherwise) (collectively, the “Expenses”), and further agrees wherever and
whenever possible to advance payment of Expenses as they are incurred by an Underwriter Indemnified Party in investigating,
preparing, pursuing or defending any Claim.
5.1.2. Procedure.
If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of
such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the
approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses
if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to
employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company
and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the
reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local
counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its
obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent
(which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any
settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In
addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably
withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened
action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such
Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an
unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities,
expenses and claims arising out of such action for which indemnification or contribution may be sought 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 Underwriter Indemnified
Party.
5.2 Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity
from the Company to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses
(or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or
omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment
or supplement thereto or in any application, in reliance upon, and in conformity with, the Underwriters’ Information. In case any
action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration
Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of
which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the
Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of
Section 5.1.2. The Company agrees promptly to notify the Representatives of the commencement of any litigation or proceedings against
the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Shares or in connection with the Registration
Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.
5.3 Contribution. If
the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 5.1 or 5.2 in respect of any liabilities and Expenses referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a
result of such liabilities and Expenses, (i) in such proportion as shall be appropriate to reflect the relative benefits received by
the Company, on the one hand, and each of the Underwriters, on the other hand, from the Offering, or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the
other hand, in connection with the matters as to which such liabilities or Expenses relate, 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 net proceeds actually received by the Company from the
Offering of the Shares purchased under this Agreement (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions actually 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, and the parties’ relative intent, 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 through the Representatives by or on behalf of any Underwriter 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 subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in
this subsection (d). Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f)
of the Securities Act shall be entitled to contribution from a party who was not guilty of such fraudulent
misrepresentation.
5.4 Limitation.
The Company also agrees that no Underwriter Indemnified Party shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Underwriter Indemnified Party
pursuant to this Agreement, the transactions contemplated thereby or any Underwriter Indemnified Party’s actions or inactions in
connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding
that liabilities (and related Expenses) of the Company have resulted from such Underwriter Indemnified Party’s fraud, bad faith,
gross negligence or willful misconduct in connection with any such advice, actions, inactions or services or such Underwriter Indemnified
Party’s breach of this Agreement or any obligations of confidentiality owed to the Company.
5.5 Survival
& Third-Party Beneficiaries. The advancement, reimbursement, indemnity and contribution obligations set forth in this Section
5 shall remain in full force and effect regardless of any termination of, or the completion of any Underwriter Indemnified Party’s
services under or in connection with, this Agreement. Each Underwriter Indemnified Party’s is an intended third-party beneficiary
of this Section 5, and has the right to enforce the provisions of Section 5 as if he/she/it was a party to this Agreement.
6. Default by an Underwriter.
6.1 Default
Not Exceeding 10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm
Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares
or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default
relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default
Exceeding 10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1 relates to more than 10%
of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such
Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such
default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option
Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties
satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange
for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically
be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 8.3 and 5 hereof) or
the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with
respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing
herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned
by its default hereunder.
6.3 Postponement
of Closing Date. In the event that the Firm Shares or Option Shares to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the
Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in
any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing
Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such Firm Shares or Option Shares.
7. Reserved.
8. Effective Date of this Agreement and Termination Thereof.
8.1 Effective
Date. This Agreement shall become effective when both the Company and the Representatives have executed the same and delivered
counterparts of such signatures to the other party.
8.2 Termination. The
Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or
international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially
disrupt, general securities markets in the United States; or (ii) if trading on the New York Share Exchange or the Nasdaq Share
Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government
authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major
hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on
foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) 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 your opinion, make it inadvisable to proceed with
the delivery of the Firm Shares or Option Shares; or (vii) if the Company is in material breach of any of its representations,
warranties or covenants hereunder; or (viii) if the Representatives shall have become aware after the date hereof of such a Material
Adverse Change, or such adverse material change in general market conditions as in the Representatives’ judgment would make it
impracticable to proceed with the offering, sale and/or delivery of the Shares or to enforce contracts made by the Underwriters for
the sale of the Shares.
8.3 Expenses.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section
6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any
extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable
out-of-pocket expenses related to the transactions contemplated herein then due and payable up to the amounts set forth in Section
3.8.1 and upon demand the Company shall pay such amount thereof to the Representatives on behalf of the Underwriters; provided,
however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement.
Notwithstanding the foregoing, any advance received by the Representatives will be reimbursed to the Company to the extent not actually
incurred in compliance with FINRA Rule 5110(g)(4)(A).
8.4 Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not
be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
8.5 Representations,
Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or
directors or any person controlling the Company or (ii) delivery of and payment for the Shares.
9. Miscellaneous.
9.1 Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), emailed, personally delivered or sent by facsimile transmission and confirmed and shall
be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.
If
to the Representatives:
Revere
Securities, LLC
000
Xxxxx Xxxxxx -35th Floor
New York, NY 10019
Attn:
Dajiang “DJ” Xxx
Email:
xxxx@xxxxxxxxxxxxxxxx.xxx
X.X.
Xxxxxxxx & Co., Inc.
00 Xxxx Xxxxxx, 00xx Floor
New York, NY 10005
Facsimile: (000) 000-0000
Attention:
Xxxxxx Xxxxxx
Email:
xxxxxxx@xxxxxxxxxx.xxx
With
a copy (which shall not constitute notice) to:
Winston
& Xxxxxx LLP
000
Xxxxxxx Xx., Xxxxx 0000
Houston,
TX 77002-2925
Attention: Xxxx Xxxxxxxxxxx
Fax No: (000) 000-0000
Xxxxxxx
& Partners Law
Attention:
Xxxx Xxxxxxx
Email:
xxxx@xxxxxxxxxxxxxxx.xxx.xx
If
to the Company:
Xxxxxx
Corporation
00-00
Xxxxxxxx Xxxx
Xxxxx Point, NSW 2229
Australia
Attention:
Xxx Xxxxxx Xxxxxxxxx
Email:
xxx.xxx@xxxxxxx.xxx.xx
With
a copy (which shall not constitute notice) to:
The
Xxxxx Law Group P.C.
000 Xxxxx Xxxxxx, Xxxxx 000
New York, NY 10110
Attention: Xxxx X. Xxxxx
Email:
xxxxxx@xxxxxxxxxxxxx.xxx
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 Agreement.
9.3 Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4 Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding
anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that
certain engagement letter between the Company and Revere dated as of February 3, 2022, as amended on November 1, 2022, shall remain in
full force and effect.
9.5 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representatives, the Underwriters,
the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal
representatives, heirs 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 Agreement or any provisions herein contained. The term “successors and assigns”
shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.
9.6 Governing Law; Consent to Jurisdiction; Trial by Jury.
9.6.1. This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflict of laws principles thereof. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty
or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably
waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.
9.6.2. By
the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Cogency Global Inc., located at
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon whom process may be served in any suit,
proceeding or other action against it instituted by any Underwriter or by any person controlling an Underwriter as to which such
Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in
the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York, arising
out of the offering made by the Preliminary Prospectus, the Prospectus, the Registration Statement or any purchase or sale of Shares
in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or
other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction
of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable,
unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Representatives shall
have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been
given to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor shall be deemed
in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that
service of any process or notice of motion or other application to any such court in connection with any such motion in connection
with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in
conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters
or any successor convention or treaty. The Company hereby irrevocably waives any objection that it may have or hereafter have to the
laying of venue of any such action or proceeding arising out of or based on the Shares or this Agreement or otherwise relating to
the offering, issuance and sale of the Shares in any Federal or state court sitting in the County of New York and hereby further
irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The
Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or
proceeding arising out of the sale of the Shares or this Agreement rendered by any such Federal court or state court shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing
contained in this Agreement shall affect or limit the right of the Underwriters or any person controlling an Underwriter to serve
any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the
Underwriters or any person controlling an Underwriter to bring any action or proceeding against the Company or any of its properties
in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing
of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute
designations and appointments in full force and effect. The Company hereby agrees with the Underwriters to the exclusive
jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New
York in connection with any action or proceeding arising from the sale of the Shares or this Agreement brought by the Company, the
Underwriters or any person controlling an Underwriter. The Company (on its behalf and, to the extent permitted by applicable law, on
behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives, 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.
9.6.3. The
Company agrees that in any suit (whether in a court in the United States or elsewhere) seeking enforcement of this Agreement or
provisions of this Agreement, if the plaintiffs therein seek a judgment in either United States dollars, the Company will not
interpose any defense or objection to or otherwise oppose judgment, if any, being awarded in such currencies. The Company agrees
that it will not initiate or seek to initiate any action, suit or proceeding, in any other jurisdiction other than in the United
States, seeking damages in respect of or for the purpose of obtaining any injunction or declaratory judgment against the enforcement
of, or a declaratory judgment concerning any alleged breach by the Company or other claim by the Underwriters, or any person
controlling an Underwriter in respect of this Agreement or any of the Underwriters’ rights under this Agreement, including
without limitation any action, suit or proceeding challenging the enforceability of or seeking to invalidate in any respect the
submission by the Company hereunder to the jurisdiction of the courts or the designation of the laws as the law applicable to this
Agreement, in each case as set forth herein.
9.6.4. The
Company agrees that if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or
any controlling person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment
or otherwise, the obligations of the Company under this Agreement shall be discharged only to the extent of the net amount of freely
transferable United States dollars that the Underwriters or such controlling persons, as the case may be, in accordance with normal bank
procedures, are able to lawfully purchase with such amount of such other currency. To the extent that the Underwriters or such controlling
persons are not able to purchase sufficient United States dollars with such amount of such other currency to discharge the obligations
of the Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect to
such difference, and any such undischarged amount will be due as a separate obligation and shall not be affected by payment of or judgment
being obtained for any other sums due under or in respect of this Agreement.
9.6.5. The
Company agrees 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.
9.7 Execution
in Counterparts. This Agreement 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. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and
sufficient delivery thereof.
9.8 Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or
the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Agreement 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.
[Signature
Page Follows]
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between us.
|
Very
truly yours, |
|
Xxxxxx
Corporation |
|
|
|
By: |
/s/
Xxx Xxxxxx Xxxxxxxxx |
|
Name: |
Xxx Xxxxxx Xxxxxxxxx |
|
Title: |
Chief
Executive Officer and Director |
Confirmed
as of the date first written above mentioned, on behalf of itself and as Representatives of the several Underwriters named on Schedule
1 hereto:
Revere
Securities, LLC |
|
|
|
By: |
/s/
Xxxxxxx Xxx |
|
Name: |
Xxxxxxx
Xxx |
|
Title: |
Senior
Managing Director |
|
|
|
|
X.X.
Xxxxxxxx & Co., Inc. |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
Name: |
Xxxxxx
Xxxxxx |
|
Title: |
Chief
Operating Officer |
|
SCHEDULE
1
Underwriter | |
Total
Number
of Firm Shares
to be Purchased | |
Revere Securities, LLC | |
| 1,500,000 | |
X.X. Xxxxxxxx & Co., Inc. | |
| 1,500,000 | |
TOTAL | |
| 3,000,000 | |
SCHEDULE
2-A
Pricing
Information
Number
of Firm Shares: 3,000,000
Number of Option Shares: 450,000
Public
Offering Price per Firm Share: $5.00
Public Offering Price per Option Share: $5.00
Underwriting Discount per Firm Share: $0.35
Underwriting
Discount per Option Share: $0.35
Non-accountable Expense Allowance per Firm Share: $0.05
Non-accountable Expense Allowance per Option
Share: $0.05
SCHEDULE
2-B
Issuer
General Use Free Writing Prospectuses
None
SCHEDULE
2-C
Written
Testing-the-Waters Communications
None
EXHIBIT
A
Representatives’
Warrants
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 THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) REVERE SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR
PARTNER OF ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST 10, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, AUGUST 10, 2028.
ORDINARY
SHARES PURCHASE WARRANT
For
the Purchase of 60,000 Shares of Ordinary Shares
of
XXXXXX
CORPORATION
1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Revere Securities, LLC or X.X. Xxxxxxxx &
Co., Inc. (each a “Holder,” and collectively the “Holders”), as registered owner of this Purchase Warrant, Xxxxxx
Corporation, a Cayman Islands exempted company (the “Company”), each Holder is entitled, at any time or from time to time
from August 10, 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, August 10, 2028 (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 60,000 ordinary shares of the Company,
par value $0.00001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date
is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. 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 $5.75 per Share;
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 Share and the number of Shares to be received upon such exercise,
shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise
price, depending on the context. The term “Effective Date” shall mean August 7, 2023, the date on which the Registration
Statement on Form F-1 (File No. 333-267778) of the Company was declared effective by the Securities and Exchange Commission.
2.
Exercise.
2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash
by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check.
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. If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus
available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment of cash or check payable
to the order of the Company pursuant to Section 2.1 above, a Holder may elect to receive the number of 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 a Holder, Shares in accordance with the following formula:
X |
= |
Y(A-B) |
|
|
A |
|
|
|
|
|
Where, |
|
|
|
X |
= |
The
number of Shares to be issued to the Holder; |
|
|
Y |
= |
The
number of Shares for which the Purchase Warrant is being
exercised; |
|
|
A |
= |
The
fair market value of one Share; and |
|
|
B |
= |
The
Exercise Price. |
|
|
|
|
|
For
purposes of this Section 2.2, the fair market value of a Share is defined as follows: |
|
|
|
(i) |
|
if
the Company’s ordinary shares are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange
prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or |
|
|
(ii) |
|
if
the Company’s ordinary shares are actively traded over-the- counter, the value shall be deemed to be the closing bid price
prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public
market, 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 a legend as follows unless such securities have
been registered under the Securities Act of 1933, as amended (the “Securities Act”):
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS
AVAILABLE.”
3.
Transfer.
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 or the securities issuable hereunder for a period of one hundred
eighty (180) days following the Effective Date to anyone other than: (i) Revere Securities, LLC (“Revere Securities, LLC”)
or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Revere Securities, LLC
or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) for a period of
one hundred eighty (180) days following the Effective Date, 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(e)(2). On and after 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 form attached hereto duly executed and
completed, together with the 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 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 Holder that the 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 (the Company hereby agreeing that the opinion of Winston & Xxxxxx LLP shall be deemed satisfactory evidence of the
availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating
to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been established.
4. Registration Rights.
4.1 Demand Registration.
4.1.1 Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the Purchase
Warrants and/or the underlying Shares, agrees to register, on one (1) occasion, all or any portion of the Shares underlying the
Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration
statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use
its reasonable 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
registration rights 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 (30) days after such offering
is consummated. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders to all
other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the
receipt of any such Demand Notice.
4.1.2 Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing
required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably requested
by the Holders; provided, however, that in no event shall the Company be required to register the Registrable
Securities 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 shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand
right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the
Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities.
The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will
immediately cease to use any prospectus furnished by the Company if the Company advises the Holder 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 shall be entitled
to a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on the
fifth anniversary of the Effective Date in accordance with FINRA Rule 5110(g)(8)(C).
4.2 “Piggy-Back” Registration.
4.2.1 Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holders shall have the right, for
a period of no more than seven (7) years from the Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include the
Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a
transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent
form); provided, however, that if, solely in connection with any primary underwritten public offering
for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the
number of ordinary shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment,
marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be
obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which
the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall
be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities
sought to be included by such Holders; provided, however, that the Company shall not exclude any
Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to
inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable
Securities.
4.2.2 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Securities with not less than thirty (30) days’ written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement
filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable
Securities shall exercise the “piggy- back” rights provided for herein by giving written notice within ten (10) 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; provided,
however, that such registration rights shall terminate on the fifth anniversary of the Commencement Date.
4.3 General Terms.
4.3.1 Indemnification.
The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become
subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same
extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained
in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of August 7, 2023. The Holders of
the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally,
and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever)
to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or
on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the
same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the
Underwriters have agreed to indemnify the Company.
4.3.2 Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise their Purchase
Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.
4.3.3 Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter
of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company,
dated the Effective Date of such registration statement (and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the
Effective Date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a
report on the Company’s financial statements included in such registration statement, in each case covering substantially the same
matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to
the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or the Auditor and
all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder
and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and
the Auditor, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.
4.3.4 Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders
whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably satisfactory
to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,
and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in
agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants
of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall
not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders, their Shares and their intended methods of distribution.
4.3.5 Documents
to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the Company a completed
and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.
4.3.6 Damages.
Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available to the Holders,
be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions
or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or
other security.
4.4 Termination
of Registration Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the earliest
date when all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration
Statement, (ii) have been covered by an effective Registration Statement on Form F-1 or Form F-3 (or successor form), which may be
kept effective as an evergreen Registration Statement, or (iii) may be sold by the Holder within a 90 day period without
registration pursuant to Rule 144 or consistent with applicable SEC interpretive guidance (including CD&I no. 201.04 (April 2,
2007) or similar interpretive guidance).
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 hereto, 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 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. Adjustments.
6.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be
subject to adjustment from time to time as hereinafter set forth:
6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares
is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof,
the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise
Price shall be proportionately decreased.
6.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased
by a consolidation, combination or reclassification of Shares or other similar event, then, on the Effective Date thereof, the number
of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall
be proportionately increased.
6.1.3 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a
change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such 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 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 shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation,
or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 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 Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1,
and Purchase Warrants issued after such change may state the same Exercise Price and the same number of 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 Commencement Date 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 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 each 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 shares of stock and other securities and property
receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares 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 provision of this Section shall similarly apply to successive consolidations or share reconstructions
or amalgamations.
6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of 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 Shares or other securities, properties or rights.
7. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Purchase Warrants shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed
(subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor
trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.
8. Certain Notice Requirements.
8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in
Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15)
days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled
to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the
case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other stockholders
of the Company at the same time and in the same manner that such notice is given to the stockholders.
8.2 Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated
by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to all the holders
of its Shares any additional shares of capital 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 Holders 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 when hand delivered or mailed by express mail or private courier service: (i) if to the registered Holder
of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following
address or to such other address as the Company may designate by notice to the Holders:
If
to the Holders:
Revere
Securities, LLC
000
Xxxxx Xxxxxx -35th Floor
New York, NY 10019
Attn:
Dajiang “DJ” Xxx
Email:
xxxx@xxxxxxxxxxxxxxxx.xxx
X.X.
Xxxxxxxx & Co., Inc.
00 Xxxx Xxxxxx, 00xx Floor
New York, NY 10005
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Email:
xxxxxxx@xxxxxxxxxx.xxx
With
a copy (which shall not constitute notice) to:
Winston
& Xxxxxx LLP
000
Xxxxxxx Xx., Xxxxx 0000
Houston,
TX 77002-2925
Attention:
Xxxx Xxxxxxxxxxx
Fax No: (000) 000-0000
Xxxxxxx
& Partners Law
Attention:
Xxxx Xxxxxxx
Email:
xxxx@xxxxxxxxxxxxxxx.xxx.xx
If
to the Company:
Xxxxxx
Corporation
00-00
Xxxxxxxx Xxxx
Xxxxx Point, NSW 2229
Australia
Attn:
Xxx Xxxxxx Xxxxxxxxx
Tel: x000 00000000
with
a copy (which shall not constitute notice) to:
The
Xxxxx Law Group P.C.
000 Xxxxx Xxxxxx, Xxxxx 000
New York, NY 10110
Attn:
Xxxx X. Xxxxx
Tel: 000.000.0000
9. Miscellaneous.
9.1 Amendments.
The Company and Revere Securities, LLC may from time to time supplement or amend this Purchase Warrant without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Revere Securities, LLC may deem necessary or desirable and that the Company and Revere Securities, LLC deem shall not adversely affect
the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against
whom enforcement of the modification or amendment is sought.
9.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this 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 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.
9.5 Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and 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.
9.6 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 or 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.
9.7 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.
9.8 Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time
prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Revere Securities, LLC enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for
securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange
Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 10th day of August,
2023.
XXXXXX
CORPORATION
By: |
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Name: |
Xxx
Xxxxxx Xxxxxxxxx |
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Title: |
Chief
Executive Officer and Director |
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[Form
to be used to exercise Purchase Warrant]
Date:
[●], 2023
The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for [●] ordinary shares, par value $0.00001 per share
(the “Shares”), of [●], a [●] corporation (the “Company”), and hereby makes payment of
$[●] (at the rate of $[●] per Share) in payment of the Exercise Price pursuant thereto. Please issue the 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 Shares for which this Purchase Warrant has not been exercised.
or
The
undersigned hereby elects irrevocably to convert its right to purchase [●] Shares of the Company under the Purchase Warrant for
[●] Shares, as determined in accordance with the following formula:
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X |
= |
Y(A-B) |
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A |
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Where, |
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X |
= |
The
number of Shares to be issued to Holder; |
Y |
= |
The
number of Shares for which the Purchase Warrant is being exercised; |
A |
= |
The
fair market value of one Share which is equal to $[●]; and |
B |
= |
The
Exercise Price which is equal to $[●] per 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 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 Shares for which this Purchase Warrant has not been converted.
Signature ______________________________________
Signature
Guaranteed ______________________________________
INSTRUCTIONS
FOR REGISTRATION OF SECURITIES
Name: |
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(Print in Block Letters) |
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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.
[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, par value $0.00001 per share, of Xxxxxx Corporation, 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:
[●], 2023
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.
EXHIBIT
B
Lock-Up
Agreement
August
7, 2023
Revere
Securities, LLC
000
Xxxxx Xxxxxx 35th
Floor New York, NY 10019
X.X.
Xxxxxxxx & Co., Inc.
00 Xxxx Xxxxxx, 00xx Floor
New York, NY 10005
As
Representatives of the several Underwriters
named on Schedule 1 attached hereto
Ladies
and Gentlemen:
As
an inducement to the underwriters, for which Revere Securities, LLC and X.X. Xxxxxxxx & Co., Inc. are acting as representatives (the
“Representatives”), to execute an underwriting agreement (the “Underwriting Agreement”) providing
for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Xxxxxx Corporation
and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in
each case, the prior written consent of the Representatives during the period specified in the second succeeding paragraph (the “Lock-Up
Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, any shares of Ordinary Shares or any securities convertible into, exercisable or exchangeable
for or that represent the right to receive shares of Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially
owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which
may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”);
(2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the
Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares
of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the
registration of any shares of Ordinary Shares or any security convertible into or exercisable or exchangeable for shares of Ordinary
Shares; or (4) publicly disclose the intention to do any of the foregoing.
The
undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which
is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s
Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other
transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with
respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any
significant part of its value from such Undersigned’s Securities.
The
Lock-Up Period will commence on the date of this Agreement and continue and include the date six (6) months from the commencement of
the Company’s first day of trading on the Nasdaq Capital Market pursuant to the Underwriting Agreement.
If
the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three (3) business days before
the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Ordinary Shares,
the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement
to announce the impending release or waiver by issuing a press release through a major news service at least two (2) business days before
the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director
shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will
not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has
agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for
the duration that such terms remain in effect at the time of the transfer.
Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust for
the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a corporation,
partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability
company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities
Act of 1933, as amended) of the undersigned or (2) distributions of shares of Ordinary Shares or any security convertible into or exercisable
for shares of Ordinary Shares to limited partners, limited liability company members or stockholders of the undersigned, (iv) if the
undersigned is a trust, transfers to the beneficiary of such trust, (v) by testate succession or intestate succession or (vi) pursuant
to the Underwriting Agreement; provided, in the case of clauses (i)-(v), that (x) such transfer shall not involve a disposition for value,
(y) the transferee agrees in writing with the Representatives to be bound by the terms of this Lock-Up Agreement, and (z) no filing by
any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required
or shall be made voluntarily in connection with such transfer. Furthermore, notwithstanding the foregoing, the undersigned may transfer
the Undersigned’s Securities in a transaction not involving a public offering or public resale; provided that (x) the transferee
agrees in writing with the Representatives to be bound by the terms of this Agreement, and (y) no filing by any party under Section 16(a)
of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption, nor more remote than first cousin.
In
furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer
of shares of Ordinary Shares if such transfer would constitute a violation or breach of this Agreement.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that upon
request, the undersigned will execute any additional documents necessary to ensure the validity or enforcement of this Agreement. All
authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.
The
undersigned understands that the undersigned shall be released from all obligations under this Agreement if (i) the Company notifies
the Representatives that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement does not become effective,
or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior
to payment for and delivery of the Ordinary Shares to be sold thereunder, or (iii) the Offering is not completed by December 31, 2023.
The
undersigned understands that the underwriters named in the Underwriting Agreement are entering into the Underwriting Agreement and proceeding
with the Offering in reliance upon this Agreement.
[Signature
Page Follows]
This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
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Very
truly yours, |
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Printed
Name of Holder |
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By: |
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Signature |
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Printed
Name of Person Signing |
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(and
indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) |