Exhibit 1.1
LA XXXX HOLDINGS CORP.
UNDERWRITING AGREEMENT
[ ],
2023
Alexander Capital L.P.
00 Xxxxx Xxxxxx
New York, New York 10004
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
La Xxxx Holdings Corp., a Nevada corporation (the
“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] shares
(the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”)
to the several underwriters listed on Schedule A hereto (such underwriters, for whom Alexander Capital L.P. (“Xxxxxxxxx”
or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”).
”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Over-allotment
Option”), on the terms set forth in Section 1(b) hereof, to purchase up to an additional [____] shares of Common Stock
(the “Option Shares”) and together with the Firm Shares, the “Shares”), and the offering of such
Shares is hereinafter called the “Offering”. The Company has also agreed to issue to the Representative the Representative’s
Warrants (as defined in Section 1(c)), which together with the shares of Common Stock underlying such warrants are referred to herein
as the “Representative’s Securities.” The Shares and the Representative’s Securities are herein collectively
called the “Securities.”
The Company confirms as follows
its agreement with each of the Underwriters:
1. Agreement
to Sell and Purchase.
(a) Purchase
of Firm Shares. On the basis of the representations, warranties and agreements of the Company contained herein and subject to all
the terms and conditions of this Agreement, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters,
severally and not jointly, agree to purchase from the Company, the Firm Shares at a purchase price of $[____] per Firm Share (the “Purchase
Price”) 1.
|
1 |
92% of the public offering price (8% discount). |
(b) Purchase
of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, on behalf of
the Underwriters, an Over-allotment Option to purchase, severally and not jointly, all or less than [____] additional Option Shares, representing
fifteen percent (15%) of the Firm Shares sold in the Offering, from the Company. The purchase price to be paid for each Option Share will
be the same Purchase Price allocated to each Firm Share. The Over-allotment Option may be exercised in whole or in part at any time on
or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative
to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified
for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares to
be purchased and the time and date for such purchase. Upon exercise of the Over-allotment Option, the Company will become obligated to
convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase,
the number of Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally
and not jointly, to purchase the number of Option Shares that bears the same proportion to the number of Firm Shares to be purchased by
it as set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, a “Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by
law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,”
“non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if
such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
(c) Representative’s
Warrants. The Company hereby agrees to issue to the Representative (and/or their respective designees) on the Closing Date, Warrants
to purchase an aggregate of five percent (5%) of the shares of Common Stock issued in the Offering (the “Representative’s
Warrants”). The Representative’s Warrants shall be exercisable, in whole or in part, commencing 181 days after the date
of the commencement of the sales of the public securities and expiring on the five-year anniversary of the date of commencement of sales
in this Offering, at an initial exercise price of $[ ] per share, which is equal to one hundred and ten percent (110%) of the initial
public offering price of the Shares issued at such closing. The Representative’s Warrants and the shares of Common Stock issuable
upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s
Securities.”
2. Delivery
and Payment.
(a) Closing.
Delivery of the Firm Shares shall be made to the Representative through the facilities of the Depository Trust Company (“DTC”)
for the respective accounts of the Underwriters against payment of the Purchase Price by wire transfer of immediately available funds
to the order of the Company. Such payment shall be made at 10:00 a.m., Eastern time, on the second Business Day pursuant to Rule
15c6-1(a) of the Exchange Act (or the third Business Day should the Offering be priced after 4:30 p.m., Eastern time pursuant to
Rule 15c6-1(c) of the Exchange Act) after the date of this Agreement or at such time on such other date, but not later than ten Business
Days after such date, as may be agreed upon by the Company and the Representative (such date is hereinafter referred to as the “Closing
Date”).
(b) Option
Closing. To the extent the Over-allotment Option is exercised, delivery of the Option Shares against payment by the Underwriters (in
the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier
than the Closing Date) specified in the Option Notice.
(c) Electronic
Transfer. Electronic transfer of the Shares shall be made at the time of purchase in such names and in such denominations as the Representative
shall specify.
(d) Tax
Stamps. The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Securities by the Company
to the Underwriters shall be borne by the Company. The Company shall pay and hold each Underwriter and any subsequent holder of the Securities
harmless from any and all liabilities with respect to or resulting from any failure or delay in paying United States federal and state
and foreign stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the original issuance,
sale and delivery to such Underwriter of the Securities.
3. Representations
and Warranties of the Company. The Company represents and warrants to, and covenants with, each of the Underwriters as follows:
(a) Compliance
with Registration Requirements. A registration statement on Form S-1 (Registration No. 333-264372) relating to the Shares, including
a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement,
has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the
rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission
(the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of
each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have
been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form S-1
as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included
or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules
and Regulations, as applicable. If the Company files a registration statement to register a portion of the Shares and relies on Rule 462(b)
of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462
Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462
Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary
prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed
to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection
with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing
is required, the form of final prospectus included in the Registration Statement at the effective date, except that if any revised prospectus
or prospectus supplement shall be provided to the Representative by the Company for use in connection with the Shares which differs from
the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule
424(b)), the term “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from
and after the time it is first provided to the Representative for such use. Any reference herein to the terms “amend”, “amendment”
or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to
refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934, as amended, and together with the rules
and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective date of the Registration
Statement, the date of such preliminary prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by
reference, and (ii) any such document so filed.
(b) Effectiveness
of Registration. The Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto have
been declared effective by the Commission under the Act or have become effective pursuant to Rule 462 of the Rules and Regulations. The
Company has responded to all requests, if any, of the Commission for additional or supplemental information. No stop order suspending
the effectiveness of the Registration Statement or any Rule 462 Registration Statement is in effect and no proceedings for such purpose
have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission.
(c) Accuracy
of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment
thereto, at the time it became effective, when any document filed under the Exchange Act was or is filed and at all subsequent times,
complied and will comply in all material respects with the Act and the Rules and Regulations, and did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times when a prospectus is delivered
or required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of
Securities, complied and will comply in all material respects with the Act, the Exchange Act and the Rules and Regulations, and did not
or will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein
not misleading, in the light of the circumstances under which they were made. Each preliminary prospectus (including the preliminary prospectus
or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects
with the Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Representative
for use in connection with this Offering is identical to the electronically transmitted copies thereof filed with the Commission on XXXXX,
except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(c) do not apply to any
statements or omissions made in reliance on and in conformity with information relating to the Underwriters furnished in writing to the
Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment
or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) the table under the first paragraph
under the caption “Underwriting” setting forth the number of shares purchased by each Underwriter, (ii) in the second paragraph
under the caption “Underwriting - Discounts and Commissions and Expenses” setting forth the amount of the selling concession,
(iii) the paragraphs under the caption “Underwriting – Electronic Offer, Sale and Distribution of Shares,” and (iv)
the paragraphs under the caption “Underwriting – Price Stabilization, Short Positions and Penalty Bids” regarding stabilization,
short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating
to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the
preliminary prospectus, the Registration Statement or the Prospectus.
(d) Company
Not Ineligible Issuer. (i) At the time of filing the Registration Statement relating to the Securities and (ii) as of the date of
the execution and delivery of this Agreement (with such date being used as the determination date for purposes of this clause (ii)), the
Company was not and is not an “ineligible issuer” (as defined in Rule 405 of the Rules and Regulations).
(e) Disclosure
at the Time of Sale. As of the Applicable Time, neither (i) the Issuer General Use Free Writing Prospectus(es) (as defined below)
issued at or prior to the Applicable Time, the most recent preliminary prospectus related to this Offering, and the information included
on Schedule II hereto, all considered together (collectively, the “General Disclosure Package”), nor (ii) any
individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue
statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from
the General Disclosure Package based upon and in conformity with written information furnished to the Company by the Underwriters through
the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriters
consists of the Underwriters’ Information.
As used in this subsection and
elsewhere in this Agreement:
“Applicable Time”
means ___________. (New York City Time) on [ ], 2023 or such other time as agreed by the Company and the Representative.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Rules and Regulations, relating
to the Shares that (i) is required to be filed with the Commission by the Company, (ii) is “a written communication that
is a road show” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is
exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the Offering that does not
reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in
the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free
Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors,
as evidenced by its being specified in Schedule I hereto.
“Issuer Limited Use Free
Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
(f) Issuer
Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the Prospectus
Delivery Period (as defined below), does not include any information that conflicts with the information contained in the Registration
Statement. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and
in conformity with the Underwriters’ Information. If at any time following the issuance of an Issuer Free Writing Prospectus there
occurred an event or development as a result of which such Issuer Free Writing Prospectus conflicted with the information contained in
the Registration Statement relating to the Securities or included an untrue statement of material fact or omitted to state a material
fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading,
the Company has promptly notified the Representative and has promptly amended or supplemented, at its own expense, such Issuer Free Writing
Prospectus to eliminate or correct such conflict, untrue statement or omission.
(g) Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the Closing Date, any offering
material in connection with the offering or sale of the Shares, the Registration Statement, the preliminary prospectus, the Permitted
Free Writing Prospectuses reviewed and consented to by the Representative and included in Schedule I hereto, and the Prospectus.
None of the Marketing Materials, as of their respective issue dates and at all subsequent times through the Prospectus Delivery Period
(as defined below), include any information that conflicts with the information contained in the Registration Statement. If at any time
following the issuance of any Marketing Material there occurred an event or development as a result of which such Marketing Material conflicted
with the information contained in the Registration Statement relating to the Securities or included an untrue statement of material fact
or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that
subsequent time, not misleading, the Company has promptly notified the Representative and has promptly amended or supplemented, at its
own expense, such Marketing Material to eliminate or correct such conflict, untrue statement or omission.
(h) Subsidiaries.
All of the direct and indirect subsidiaries of the Company (each, a “Subsidiary”) are set forth in the Registration
Statement, the General Disclosure Package and the Prospectus. The Company owns, directly or indirectly, the capital stock or other equity
interests of each Subsidiary free and clear of any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive
right or other similar restriction (each, a “Lien”), and (i) all of the issued and outstanding shares of capital stock
of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or
purchase securities and (ii) all of the issued and outstanding membership interests are validly issued.
(i) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, the Underwriters’ Warrant,
or any other agreement, document, certificate or instrument required to be delivered pursuant to this Agreement (collectively, the “Transaction
Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects, or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no action, claim, suit or proceeding (including, without limitation, a partial proceeding, such as a deposition),
(each, a “Proceeding”) has been instituted or threatened in any such jurisdiction revoking, limiting or curtailing
or seeking to revoke, limit or curtail such power and authority or qualification.
(j) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other
than in connection with the Required Approvals (as hereinafter defined in Section 3(l)). This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, assuming due authorization, execution and delivery by the Representative, will constitute the valid
and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(k) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it
is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do
not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse
Effect.
(l) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing with the Commission
of the Registration Statement and the Prospectus, (ii) application(s) to The Nasdaq Stock Market LLC for the listing of the Common Stock
on the Nasdaq Capital Market for trading thereon in the time and manner required thereby, (iii) such filings, if any, as are required
to be made under applicable state securities laws, (iv) such notices, filings or authorizations as are required to be obtained or made
under applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) which has been filed by the Representative,
and (v) such notices, filings or authorizations as have been obtained, given or made as of the date hereof (collectively, the “Required
Approvals”).
(m) [Reserved.]
(n) Issuance
of the Securities. The Firm Shares (including the Firm Shares to be issued upon the exercise of the Representative’s Warrant)
and the Option Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will
be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.
(o) Capitalization.
The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, the General Disclosure Package
and the Prospectus. The Company has not issued any capital stock other than pursuant to employment agreements, consulting agreements,
the Company’s equity incentive plan, and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock,
right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock (“Common Stock Equivalents”) and is outstanding as of the date of the most
recently filed amendment to the Registration Statement. No individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other
entity of any kind (each, a “Person”) other than the Representative has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a
result of the purchase and sale of the Securities or as disclosed in the Registration Statement, the General Disclosure Package and
the Prospectus, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary
to issue shares of Common Stock or other securities to any Person (other than the Underwriters) and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except or as disclosed
in the Registration Statement, the General Disclosure Package and the Prospectus, there are no securities of the Company or any Subsidiary
that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to
the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus, there are no outstanding securities or instruments of the Company or any Subsidiary that contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or
any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except or as disclosed in the Registration
Statement, the General Disclosure Package and the Prospectus, the Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with all federal and
state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for
the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect
to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the
Company’s stockholders.
(p) [RESERVED].
(q) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the Registration Statement, (i) there has been no event, occurrence or development that has had a Material Adverse Effect, (ii) the Company
has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting,
(iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed
or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities
to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans or as set forth in the Registration
Statement, the General Disclosure Package and the Prospectus. The Company does not have pending before the Commission any request for
confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability,
fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its Subsidiaries or their respective
businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable
securities laws at the time this representation is made or deemed made that has not been publicly disclosed as of the date of this Agreement.
(r) Litigation.
There is no action, suit, inquiry, notice of violation or proceeding pending or, to the knowledge of the Company, threatened in writing
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or (ii) would, if there were an unfavorable decision, have a Material Adverse Effect. Except as disclosed in the Registration Statement,
the General Disclosure Package and the Prospectus, neither the Company nor any Subsidiary, nor any director or officer thereof, is or
has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of
breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or threatened in writing, any
investigation by the Commission involving the Company or any current or former director or officer of the Company. To the knowledge of
the Company, the Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed
by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(s) Labor
Relations. The Company believes that its relations with its employees are good and, to the Company’s knowledge, no labor dispute
exists with respect to any of the employees of the Company. None of the Company’s or its Subsidiaries’ employees is a member
of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of
its Subsidiaries is a party to a collective bargaining agreement. To the knowledge of the Company, no executive officer of the Company
or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor
of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal,
state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and
wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
(t) Compliance.
Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any Subsidiary:
(i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a
claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii)
is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation
of any statute, rule, ordinance or regulation of any governmental authority, including, without limitation, all foreign, federal, state
and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment
and labor matters, except in each case as would not have a Material Adverse Effect.
(u) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance in all material respects with all federal, state, local and foreign laws
relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface
or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,
or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),
(ii) and (iii), the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.
(v) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Registration Statement,
except where the failure to possess such permits would not result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any written notice of proceedings relating to the revocation or modification of
any Material Permit.
(w) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,
state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither
delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by
them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.
(x) Intellectual
Property. To the knowledge of the Company, except as otherwise disclosed in the Registration Statement, the General Disclosure Package
and the Prospectus, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar
rights necessary or required for use in connection with their respective businesses as described in the Registration Statement and which
the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except
as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none of, and neither the Company nor any
Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is
expected to expire or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably
be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited
financial statements included within the Registration Statement, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as would not have a Material Adverse Effect. To the knowledge
of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of
the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, have a Material
Adverse Effect. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual
Property Rights that are necessary to conduct its business.
(y) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited
to, directors and officers insurance coverage at least equal to $[_____]. Neither
the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant
increase in cost.
(z) Transactions
With Affiliates and Employees. Except as set forth in the Registration Statement, none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.
(aa) Xxxxxxxx-Xxxxx;
Internal Accounting Controls. The Company and the Subsidiaries, as an emerging growth company and smaller reporting company, are,
to the extent required, in material compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 that are effective
and applicable to the Company as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder
that are effective as of the date hereof and as of the Closing Date or the Option Closing Date, as applicable. Except as set forth in
the Registration Statement, the Company and the Subsidiaries maintain a system of 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. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms.
(bb) Certain
Fees; FINRA Affiliation. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no
brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. To the Company’s knowledge, except with respect to the Representative, there are no other arrangements, agreements or
understandings of the Company or, to the Company’s knowledge, any of its stockholders that may affect the Underwriters’ compensation,
as determined by FINRA. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to (i) any person,
as a finder’s fee, investing fee or otherwise, in consideration of such person raising capital for the Company or introducing to
the Company persons who 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 12-month period prior to the date on which the Registration Statement was
filed with the Commission (the “Filing Date”) or thereafter. To the Company’s knowledge, no (i) officer or director
of the Company or its subsidiaries, (ii) owner of 5% or more of the Company’s unregistered securities or that of its subsidiaries
or (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day period prior to the Filing Date,
has any direct or indirect affiliation or association with any FINRA member. The Company will advise the Underwriters and their respective
counsel if it becomes aware that any officer, director or stockholder of the Company or its subsidiaries is or becomes an affiliate or
associated person of a FINRA member participating in the Offering.
(cc) Investment
Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Shares, will not be or be
an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(dd) Registration
Rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no Person has any right
to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
(ee) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken
no action designed to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company
received any written notification that the Commission is contemplating terminating such registration. Based on information provided by
the Representative, the Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established
clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing
corporation) in connection with such electronic transfer. The issuance and sale of the Securities hereunder does not, to the Company’s
knowledge, contravene the rules and regulations of The Nasdaq Stock Market.
(ff) [Reserved.]
(gg) No
Integrated Offering. Neither the Company or any Person acting on its behalf, nor, to the Company’s knowledge, any Person that,
directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Company (as
such terms are used in and construed under Rule 405 under the Securities Act) (each, an “Affiliate”) has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
this offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
of The Nasdaq Stock Market.
(hh) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date and as of the Option Closing Date, after giving effect
to the receipt by the Company of the proceeds from the sale of the Shares, the current cash flow of the Company, together with the proceeds
the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, will be
sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend
to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on
or in respect of its debt). Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the
Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date or the Option Closing Date, as applicable. The
Registration Statement, the General Disclosure Package and the Prospectus sets forth as of the date hereof all outstanding secured and
unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes
of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000
(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated
balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases
required to be capitalized in accordance with GAAP. Except as set forth in the Registration Statement, the General Disclosure Package
and the Prospectus, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(ii) Tax
Status. Except for matters that would not, individually or in the aggregate, result in a Material Adverse Effect, each of the Company
and its Subsidiaries (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax
returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii)
has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority
of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.
(jj) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person authorized to act on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign
or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)
failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the
Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of Foreign Corrupt Practices Act
of 1977, as amended.
(kk) Accountants.
The Company’s accounting firm is Xxxxxx LLP (the “Accountants”). To the knowledge and belief of the Company,
such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with
respect to the financial statements to be included in the Company’s Registration Statement for the fiscal year ending December 31,
2021.
(ll) Regulation
M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriters in connection with the Offering.
(mm) [Reserved.]
(nn) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,
employee or Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).
(oo) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Representative’s request.
(pp) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”), and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to
regulation by the Federal Reserve.
(qq) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, has been threatened
in writing.
(rr) Share
Option Plans. No share option has been granted by the Company under the Company’s 2022 Equity Incentive Plan, except as otherwise
disclosed in the Registration Statement, General Disclosure Package and the Prospectus.
(ss) Officer’s
Certificates. Any certificate signed by any officer of the Company or any of its Subsidiaries delivered to the Representative or its
counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
4. Agreements
of the Company. The Company agrees with the Underwriters as follows:
(a) Amendments
and Supplements to Registration Statement. The Company shall not, either prior to any effective date or thereafter during such period
as the Prospectus is required by law to be delivered (whether physically or through compliance with Rule 172 of the Rules and Regulations
or any similar rule) (the “Prospectus Delivery Period”) in connection with sales of the Securities by an Underwriter
or dealer, amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, unless a copy of such amendment
or supplement thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing or,
if no filing is required, the use thereof and the Representative shall not have objected thereto in good faith.
(b) Amendments
and Supplements to the Registration Statement, the General Disclosure Package, and the Prospectus and Other Securities Act Matters.
During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and
hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit
the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the General Disclosure Package, the
Registration Statement and the Prospectus. If, during the Prospectus Delivery Period, any event or development shall occur or condition
exist as a result of which the General Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances then prevailing or under which they were made, as the case may be, not misleading, or if it shall be necessary to amend
or supplement the General Disclosure Package or the Prospectus in order to make the statements therein, in the light of the circumstances
then prevailing or under which they were made, as the case may be, not misleading, or if in the opinion of the Representative it is otherwise
necessary to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, or to file a new registration
statement containing the Prospectus, in order to comply with the Act, the Rules and Regulations, the Exchange Act or the Exchange Act
Rules, including in connection with the delivery of the Prospectus, the Company agrees to (i) promptly notify the Representative of any
such event or condition and (ii) promptly prepare (subject to Section 4(a) and 4(f) hereof), file with the Commission (and use
its best efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish
at its own expense to the Representative (and, if applicable, to dealers), amendments or supplements to the Registration Statement, the
General Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the General
Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances then prevailing or under which they
were made, as the case may be, not misleading, or so that the Registration Statement or the Prospectus, as amended or supplemented, will
comply with the Act, the Rules and Regulations, the Exchange Act or the Exchange Act Rules.
(c) Notifications
to the Underwriters. The Company shall use its best efforts to cause the Registration Statement to become effective, and shall notify
the Representative promptly, and shall confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement
has become effective and when any post-effective amendment thereto becomes effective, (ii) of any request by the Commission for amendments
or supplements to the Registration Statement or the Prospectus or for additional information, (iii) of the commencement by the Commission
or by any state securities commission of any proceedings for the suspension of the qualification of any of the Shares for offering or
sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose, including, without limitation,
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose or the threat thereof, (iv) of the happening of any event during the Prospectus Delivery Period that in the judgment
of the Company makes any statement made in the Registration Statement or the Prospectus misleading (including by omission) or untrue or
that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light
of the circumstances in which they are made, not misleading (including by omission), and (v) of receipt by the Company or any representative
of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any preliminary prospectus
or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, the
Company shall use best efforts to obtain the withdrawal of such order at the earliest possible moment. The Company shall comply with the
provisions of and make all requisite filings with the Commission pursuant to Rules 424(b), 430A, 430B and 462(b) of the Rules and
Regulations and to notify the Representative promptly of all such filings.
(d) Executed
Registration Statement. The Company shall furnish to the Representative, without charge, one signed copy of the Registration Statement,
and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto, and shall furnish
to the Representative, without charge, a copy of the Registration Statement and any post-effective amendment thereto, including financial
statements and schedules but without exhibits, provided however, that the Representative agrees that any Registration Statement filed
with the Commission via XXXXX shall suffice.
(e) Undertakings.
The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.
(f) Prospectus.
The Company shall prepare the Prospectus in a form approved by the Representative and shall file such Prospectus with the Commission pursuant
to Rule 424(b) of the Rules and Regulations with a filing date not later than the second business day following the execution and delivery
of this Agreement. Promptly after the effective date of the Registration Statement, and thereafter from time to time during the period
when the Prospectus is required (or, but for the provisions of Rule 172 under the Act, would be required) to be delivered, the Company
shall deliver to the Representative, without charge, as many copies of the Prospectus and any amendment or supplement thereto as the Representative
may reasonably request. The Company consents to the use of the Prospectus and any amendment or supplement thereto by the Representative
and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time
thereafter during the Prospectus Delivery Period. If, during the Prospectus Delivery Period any event shall occur that in the judgment
of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light
of the circumstances under which it was made, not misleading (including by omission), or if it is necessary to supplement or amend the
Prospectus to comply with law, the Company shall forthwith prepare and duly file with the Commission an appropriate supplement or amendment
thereto, and shall deliver to the Representative, without charge, such number of copies thereof as the Representative may reasonably request.
(g) Permitted
Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the
Representative, will not make, any offer relating to the Shares that would constitute a “free writing prospectus” as defined
in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules
and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect
of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative
is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will
treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will
comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus,
including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer
Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with
the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or
would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that
subsequent time, not misleading, the Company will promptly notify the Representative 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. The Company represents
that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any
electronic road show.
(h) Compliance
with Blue Sky Laws. If required, prior to any public offering of the Securities by the Underwriters, the Company shall cooperate with
the Representative and counsel to the Underwriters in connection with the registration or qualification (or the obtaining of exemptions
from the application thereof) of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative
may request, provided, however, that in no event shall the Company be obligated to qualify a public offering outside the
United States or to do business as a foreign corporation in any jurisdiction where it is not now so qualified, to qualify or register
as a dealer in securities, to take any action which would subject it to general service of process in any jurisdiction where it is not
now so subject or subject itself to ongoing taxation in respect of doing business in any jurisdiction in which it is not so subject.
(i) Delivery
of Financial Statements. During a period of one year commencing on the effective date of the Registration Statement applicable to
the Underwriters, the Company shall furnish to the Representative and each other Underwriter who may so request copies of such financial
statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class
of its capital stock, and will furnish to the Representative and each other Underwriter who may so request a copy of each annual or other
report it shall be required to file with the Commission; provided, however, that the availability of electronically transmitted copies
filed with the Commission pursuant to XXXXX shall satisfy the Company’s obligation to furnish copies hereunder.
(j) Availability
of Earnings Statements. The Company shall make generally available to holders of its securities as soon as may be practicable but
in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the
effective date occurs in accordance with Rule 158 of the Rules and Regulations, an earnings statement (which need not be audited but shall
be in reasonable detail) covering a period of twelve (12) months ended commencing after the effective date, and satisfying the provisions
of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).
(k) Consideration;
Payment of Expenses. In consideration of the services to be provided for hereunder, the Underwriters or their respective designees
their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Shares they are offering:
(i) An
underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering (the “Underwriting Discount”);
and
(ii) The
Representative’s Warrants; and
(iii) Additionally,
if the Closing occurs, the Company grants the Representative the right to participate as an investment banker, joint book-runner and/or
joint placement agent, for every future public and private equity and/or debt offering (excluding commercial debt), including all equity
linked financings undertaken by the Company, or any successor to or any subsidiary of the Company, for a period of twelve (12) months
from the Closing Date, on the terms customary for transactions of similar size and nature. The Company shall provide written notice to
the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10)
Business Days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s).
(iv) The
Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that
a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA rules or
that the terms thereof require adjustment.
(v) Whether
or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement
is terminated, the Company hereby agrees to pay the following:
(1) all
expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary
Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof
to the Underwriters and dealers;
(2) all
filing fees in connection with filings with FINRA’s Public Offering System;
(3) all
fees, disbursements and expenses of the Company’s counsel, accountants and other agents and representatives in connection with the
registration of the Securities under the Act and the Offering;
(4) all
expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws
(including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel;
(5) all
fees and expenses in connection with listing the Securities on a national securities exchange;
(6) all
expenses, including travel and lodging expenses, of the Company’s officers, directors and employees and any other expense of the
Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities and any fees and expenses
associated with the i-Deal system and NetRoadshow;
(7) any
stock transfer taxes or other taxes incurred in connection with this Agreement or the offering, including any stock transfer taxes payable
upon the transfer of securities to the Underwriters;
(8) the
costs associated with preparing, printing and delivering certificates representing the Securities;
(9) the
cost and charges of any transfer agent or registrar for the Securities;
(10) subject
to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering
that are not otherwise specifically provided for in this Section 4(k);
(11) costs
relating to background checks of the Company’s officers and directors;
provided, however, that all such costs and
expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by the Underwriters shall not exceed $190,000
in the aggregate.
(l) Non-accountable
Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 4(k), on the Closing Date it shall
pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance
equal to one percent (1%) of the aggregate gross proceeds raised in the Offering, provided, however, that in the event that the Offering
is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 4(m) hereof.
(m) Reimbursement
of Expenses upon Termination of Agreement. If this Agreement shall be terminated by the Company pursuant to any of the provisions
hereof or if for any reason the Company shall be unable to perform its obligations or to fulfill any conditions hereunder, or if the Underwriters
shall terminate this Agreement pursuant to the last paragraph of Section 5, Section 7(a), Section 7(e) or Section 7(f), the
Company shall reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges
of counsel to the Underwriter) actually incurred by the Underwriters in connection herewith and as allowed under FINRA Rule 5110 in the
amount not to exceed $50,000.
(n) No
Stabilization or Manipulation. The Company shall not at any time, directly or indirectly, take any action intended to cause or result
in, or which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation, under the Act
or otherwise, of the price of the Shares to facilitate the sale or resale of any of the Shares.
(o) Use
of Proceeds. The Company shall apply the net proceeds from the offering and sale of the Securities to be sold by the Company in the
manner set forth in the General Disclosure Package and the Prospectus under “Use of Proceeds” and shall file such reports
with the Commission with respect to the sale of the Securities and the application of the proceeds therefrom as may be required in accordance
with Rule 463 under the Act.
(p) Lock-Up
Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the Closing
Date (the “Lock-Up Period”), without the prior written consent of Xxxxxxxxx (which consent may be withheld in its sole
discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or (2) file with the
Commission a registration statement under the Act to register, any shares of common stock, warrants, or any securities convertible into
or exercisable or exchangeable for common stock, except for a Form S-8 registration statement. The foregoing sentence shall not apply
to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement,
as applicable, of options or warrants to purchase shares of Common Stock or other equity awards pursuant to any stock incentive plan or
stock purchase plan of the Company; provided that any shares of Common Stock received by the Person upon such exercise, conversion or
exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act
for the transfer of shares of Common Stock (a “Trading Plan”); provided that (i) the Trading Plan shall not provide
for or permit any transfers, sales or other dispositions of share of Common Stock during the Lock-Up Period and (ii) the Trading Plan
would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of shares
of Common Stock acquired in open market transactions following the closing of this Offering, provided the transfer would not require any
filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s shares of
Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company in connection with the termination
of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase
such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days
after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to
file a report under the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period,
the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no
other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor
form, made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into shares of Common Stock,
provided that any such shares of Common Stock received upon such conversion shall be subject to the restrictions on transfer set forth
in this Lock-Up Agreement, or (f) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable
for shares of Common Stock pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other
similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Common
Stock involving a change of control, provided that all of the securities subject to the Lock-Up Agreement shall remain subject to the
restrictions therein. The Company has caused each of its officers and directors and shareholders of five percent (5%) or more of the outstanding
Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.
(q) Lock-Up
Releases. If Xxxxxxxxx, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described
in Section 4(p) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver
at least three 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 substantially in the form of Exhibit B hereto through a major news service at least two Business Days
before the effective date of such release or waiver, or any other method that satisfies the obligations described in FINRA Rule 5131(d)(2)
at least two Business Days before the effective date of the release or waiver.
(r) NASDAQ
listing. The Company will use its reasonable best efforts to effect and maintain the listing of the Common Stock on the NASDAQ
Capital Market for at least three (3) years after the Closing Date.
(s) The
Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement and a current Prospectus relating
thereto for a period of one year from the Closing Date.
(t) Key
Person. The Company shall have procured and shall covenant to maintain “key man” life insurance (in amounts agreed to
by the Representative and with the Company as the sole beneficiary thereof) with an insurer rated at least AA or better in the most recent
edition of “Best’s Life Reports” on the life of the Chief Executive Officer of the Company.
5. Conditions
of the Obligations of the Underwriters. The obligation of the Underwriters to purchase the Firm Shares on the Closing Date or the
Option Shares on the Option Closing Date, as the case may be, as provided herein is subject to the accuracy of the representations and
warranties of the Company, the performance by the Company of its covenants and other obligations hereunder and to the following additional
conditions:
(a) Post
Effective Amendments and Prospectus Filings. Notification that the Registration Statement has become effective shall be received by
the Representative not later than 4:30 p.m., New York City time, on the date of this Agreement or at such later date and time as shall
be consented to in writing by the Representative and all filings made pursuant to Rules 424, 430A, or 430B of the Rules and Regulations,
as applicable, shall have been made or will be made prior to the Closing Date in accordance with all such applicable rules.
(b) No
Stop Orders, Requests for Information and No Amendments. (i) No stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall be pending or are, to the knowledge of the Company, threatened by the
Commission, (ii) no order suspending the qualification or registration of the Securities under the securities or Blue Sky laws of any
jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the authorities
of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities
shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no
amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted
to the Representative and the Representative did not object thereto in good faith, and the Representative shall have received certificates,
dated the Closing Date and the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors
and the Chief Financial Officer of the Company in their capacities as such, and not individually, (who may, as to proceedings threatened,
certify to their knowledge), to the effect of clauses (i), (ii) and (iii).
(c) No
Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus,
except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material
Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company
shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and
the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the shares of
Common Stock issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration
Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its
capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been
pledged, mortgaged or otherwise encumbered.
(d) No
Actions, Suits or Proceedings. Since the respective dates as of which information is given in the Registration Statement, the General
Disclosure Package and the Prospectus, there shall have been no actions, suits or proceedings instituted, or to the Company’s knowledge,
threatened against or affecting, the Company or its subsidiaries or any of their respective officers in their capacity as such, before
or by any federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign.
(e) All
Representations True and Correct and All Conditions Fulfilled. Each of the representations and warranties of the Company contained
herein shall be true and correct as of the date of the Agreement and at the Closing Date as if made at the Closing Date and any Option
Closing Date, as the case may be, and all covenants and agreements contained herein to be performed by the Company and all conditions
contained herein to be fulfilled or complied with by the Company at or prior to the Closing Date and any Option Closing Date, shall have
been duly performed, fulfilled or complied with.
(f) Opinions
of Counsel to the Company. The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option
Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters,
from Carmel, Xxxxxxx & Xxxx LLP, as corporate/securities counsel.
(g) Opinion
of Counsel to the Underwriters. The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date,
as the case may be, from Xxxxx Xxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus
and this Agreement, which opinions shall be satisfactory in all respects to the Representative.
(h) Accountants’
Comfort Letter. On the date of the Prospectus, the Representative shall have received from the Accountants a letter dated the date
of its delivery, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative and counsel to the
Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters”
to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited
and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus. At the
Closing Date and any Option Closing Date, as the case may be, the Representative shall have received from the Accountants a letter dated
such date, in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters, to the effect that they
reaffirm the statements made in the letter furnished by them pursuant to the preceding sentence and have conducted additional procedures
with respect to certain financial figures included in the Prospectus, except that the specified date referred to therein for the carrying
out of procedures shall be no more than three Business Days prior to the Closing Date or any Option Closing Date, as the case may be.
(i) Officers’
Certificates. At the Closing Date and any Option Closing Date, there shall be furnished to the Representative an accurate certificate,
dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in their
capacities as such, and not individually, in form and substance satisfactory to the Representative and counsel to the Underwriters, to
the effect that:
(i) each
signer of such certificate has carefully examined the Registration Statement and the Prospectus;
(ii) there
has not been a Material Adverse Change; and
(iii) with
respect to the matters set forth in Sections 5(b)(i) and 5(e).
(j) Transfer
Agent’s Certificate. The Company’s transfer agent shall have furnished or caused to be furnished to the Representative
a certificate satisfactory to the Representative of one of its authorized officers with respect to the issuance of the Shares and such
other customary matters related thereto as the Representative may reasonably request.
(k) Eligible
for DTC Clearance. At or prior to the Closing Date and each Option Closing Date, the Shares shall be eligible for clearance and settlement
through the facilities of the DTC.
(l) Lock-Up
Agreements. At the date of this Agreement, the Representative shall have received the executed “lock-up” agreements referred
to in Section 4(p) hereof from the Company’s officers and directors and stockholders holding more than 5% of the Company’s
outstanding shares
(m) Compliance
with Blue Sky Laws. If required, the Securities shall be qualified for sale in such states and jurisdictions in the United States
as the Representative may reasonably request, and each such qualification shall be in effect and not subject to any stop order or other
proceeding on the Closing Date and the Option Closing Date.
(n) Stock
Exchange Listing. The Shares shall have been duly authorized for listing on the NASDAQ Capital Market, subject to official notice
of issuance.
(o) Exchange
Act Registration. One or more registration statements in respect of the Shares have been filed on Form 8-A pursuant to Section 12(b)
of the Exchange Act, each of which registration statement complies in all material respects with the Exchange Act.
(p) Good
Standing. At the Closing Date and any Option Closing Date, the Company shall have furnished to the Representative satisfactory evidence
of the good standing of the Company and its subsidiaries, in their respective jurisdictions of organization (to the extent the concept
of “good standing” or such equivalent concept exists under the laws of the applicable jurisdictions) and their good standing
as foreign entities in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard
form of telecommunication from the appropriate governmental authorities of such jurisdictions. If the applicable jurisdiction does not
have a concept of “good standing,” the Company will furnish evidence in writing or any standard form of telecommunication
from the appropriate governmental authorities that the relevant company was duly incorporated and remains duly registered in the jurisdiction
of its incorporation.
(q) Company
Certificates. The Company shall have furnished to the Representative such certificates, in addition to those specifically mentioned
herein, as the Representative may have reasonably requested as to the accuracy and completeness at the Closing Date and any Option Closing
Date of any statement in the Registration Statement, the General Disclosure Package or the Prospectus, as to the accuracy at the Closing
Date and any Option Closing Date of the representations and warranties of the Company herein, as to the performance by the Company of
its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Underwriters.
(r) No
Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements relating to the offering of the Shares.
If any of the conditions hereinabove
provided for in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of
the Underwriters hereunder may be terminated by the Representative by notifying the Company of such termination in writing at or prior
to the Closing Date or any Option Closing Date, as the case may be.
6. Indemnification.
(a) Indemnification
of the Underwriters. The Company shall indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees
and agents of such Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and
all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third
party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the information deemed to be a part of the Registration Statement at the time of effectiveness and
at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, as applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue
statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement,
any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing) or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials
or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the
Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (collectively,
Marketing Materials”) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading or (iv) in whole or in part any inaccuracy in any
material respect in the representations and warranties of the Company contained herein; provided, however, that the Company
shall not be liable to the extent that such loss, claim, liability, expense or damage is based on any untrue statement or omission or
alleged untrue statement or omission made in reliance on and in conformity with Underwriters’ Information. This indemnity agreement
will be in addition to any liability that the Company might otherwise have.
(b) Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the
directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever,
as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in
investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts
paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange
Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at the time of effectiveness
and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, any Preliminary Prospectus, the Prospectus, or
any amendment or supplement to any of them, or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to
the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Underwriters’
Information; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess
of the underwriting discount and commissions applicable to the Securities purchased by such Underwriter hereunder. The parties agree that
such information provided by or on behalf of the Underwriters through the Representative consists solely of the material referred to in
the last sentence of Section 3(c) hereof.
(c) Indemnification
Procedures. Any party that proposes to assert the right to be indemnified under this Section 6 shall, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section 6, notify each such indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that
it may have to any indemnified party under the foregoing provisions of this Section 6 unless, and only to the extent that, such
omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against
any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate
in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement
of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action,
with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of
its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses
except as provided below and except for the reasonable out-of-pocket costs of investigation subsequently incurred by the indemnified party
in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the
indemnified party has been authorized in writing by one of the indemnifying parties in connection with the defense of such action and
that indemnifying party agrees to pay the fees and expenses of such counsel, (ii) the indemnified party has reasonably concluded (based
on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition
to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict
exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the
indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), (iv) the indemnifying
party does not diligently defend the action after assumption of the defense, or (v) the indemnifying party has not in fact employed counsel
satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement
of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying
party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to
practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges
shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement
of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying
party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or
not any indemnified party is a party thereto), unless (x) such settlement, compromise or consent (i) includes an unconditional release
of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, and (y) the indemnifying
party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment. Notwithstanding
the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees
and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section
6(a) effected without its written consent if (A) such settlement is entered into more than 45 days after receipt by such indemnifying
party of the aforesaid request, (B) such indemnifying party shall have received notice of the terms of such settlement at least 30 days
prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance
with such request prior to the date of such settlement.
(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 6 is applicable in accordance with its terms but for any reason is held to be unavailable, the Company and the
Underwriters shall contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted,
but after deducting any contribution received by the Company from persons other than the Underwriters, such as persons who control the
Company within the meaning of the Act, officers of the Company who signed the Registration Statement and directors of the Company, who
may also be liable for contribution), to which the Company and the Underwriter may be subject in such proportion as shall be appropriate
to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities
pursuant to this Agreement. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same proportion
as (x) the total proceeds from the Offering (net of underwriting discount and commissions but before deducting expenses) received by the
Company bears to (y) the underwriting discount and commissions received by the Underwriters, in each case as set forth in the table on
the cover page of the Prospectus. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law,
the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to
in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect
to the statements or omissions which resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well
as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation
(even if the Underwriters were treated as one entity for such purpose) which does not take into account the equitable considerations referred
to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action
in respect thereof, referred to above in this Section 6(d) shall be deemed to include, for purpose of this Section 6(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 6(d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts
and commissions received by it. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section
6(d), any person who controls a party to this Agreement within the meaning of the Act will have the same rights to contribution as that
party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution (but no personal
obligation to contribute) as the Company, and each director, officer, employee, counsel or agent of an Underwriter will have the same
rights to contribution as such Underwriter (but no personal obligation to contribute), subject in each case to the provisions hereof.
Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which
a claim for contribution may be made under this Section 6(d), will notify any such party or parties from whom contribution may be sought,
but the omission so to notify will not relieve the party or parties from whom contribution may be sought from any other obligation it
or they may have under this Section 6(d). The obligations of the Underwriters to contribute pursuant to this Section 6(d) are several
in proportion to the respective number of Securities to be purchased by each of the Underwriters hereunder and not joint. No party will
be liable for contribution with respect to any action or claim settled without its written consent (which consent will not be unreasonably
withheld).
(e) Survival.
The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Company
contained in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf
of any Underwriter or any controlling Person thereof, (ii) acceptance of any of the Securities and payment therefor or (iii) any termination
of this Agreement.
7. Termination.
The obligations of the Underwriters under this Agreement may be terminated at any time prior to the Closing Date (or, with respect to
the Option Shares, on or prior to the Option Closing Date), by notice to the Company from the Representative, without liability on the
part of the Underwriters to the Company, if, prior to delivery and payment for the Firm Shares (or the Option Shares, as the case may
be), in the sole judgment of the Representative, any of the following shall occur:
(a) trading
or quotation in any of the equity securities of the Company shall have been suspended or limited by the Commission, The Nasdaq Stock Market
or by an exchange or otherwise;
(b) trading
in securities generally on the New York Stock Exchange, the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ
Global Select Market shall have been suspended or limited or minimum or maximum prices shall have been generally established on such exchange,
or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in
securities generally by such exchange or by order of the Commission or any court or other governmental authority;
(c) a
general banking moratorium shall have been declared by any of U.S. federal or New York banking authorities;
(d) the
United States shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the United States
or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred such a material
adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities
after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), or any
other calamity or crisis shall have occurred, the effect of any of which is such as to make it impracticable or inadvisable to market
the Securities on the terms and in the manner contemplated by the Prospectus;
(e) the
Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake,
theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, the effect of any of which is such
as to make it impracticable or inadvisable to market the Securities on the terms and in the manner contemplated by the Prospectus; or
(f) there
shall have been a Material Adverse Change.
8. Underwriter
Default.
(a) If
any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Shares hereunder, and if the Securities with
respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any,
made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Shares, each non-defaulting
Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same
proportion to the total number of Default Securities then being purchased as the number of Firm Shares set forth opposite the name of
such Underwriter on Schedule A hereto bears to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting
Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make.
(b) In
the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Shares, the Representative may in their discretion
arrange for itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase
the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative
does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without
liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 4(m), and 6) or the Underwriters
(except as provided in Section 6), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their
liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder.
(c) In
the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party
or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding
five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or
in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement
or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party
to this Agreement with respect to such Firm Shares.
9. Miscellaneous.
(a) Notices.
Each party to this Agreement shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under
this Agreement (each, a “Notice”) in writing and addressed to the other party at its address set out below (or to any
other address that the receiving Party may designate from time to time in accordance with this section). Each party to this Agreement
shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), or email (with
confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise
provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has
complied with the requirements of this Section.
If to the Company: |
0000 Xxxxxxxxxxx Xxxx., 0xx Xxxxx,
Xxxxxxxxxxx, XX 00000
telephone number: (000) 000-0000
Email: xxx@xxxxxxxxxxxxxxxx.xxx
Attention: Xxxxxx Xx Xxxx, Chief Executive Officer
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with a copy to (which shall not constitute notice): |
Carmel, Xxxxxxx & Xxxx LLP
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone number: 212-658-0458Email: xxxxxxx@xxxxxx.xxx
Attention: Xxxx Xxxxxx, Esq.
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If to the Representative or the Underwriter: |
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Email: [___]
Attention: Legal Department
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with a copy to (which shall not constitute notice): |
Xxxxx Xxxxxxx LLP
0 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
telephone number: 000-000-0000
Email: xxx.xxxxxxxx@xxxxxxxxxxxx.xxx
Attention: X. Xxx Xxxxxxxx, Esq. |
(b) No
Third Party Beneficiaries. This Agreement has been and is made solely for the benefit of the Underwriters, the Company and, with respect
to Section 6, the controlling persons, directors, officers, employees, counsel and agents referred to in Section 6 hereof, and
their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The
term “successors and assigns” as used in this Agreement shall not include a purchaser of Securities from any Underwriter in
his, her or its capacity as such a purchaser, as such purchaser of Securities from such Underwriter.
(c) Survival
of Representations and Warranties. All representations, warranties and agreements of the Company contained herein or in certificates
or other instruments delivered pursuant hereto shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of the Underwriters or any of their controlling persons and shall survive delivery of and payment for the Securities hereunder.
(d) Disclaimer
of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement,
including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the Offering
contemplated by this Agreement and the process leading to such transaction, the Underwriters are and have been acting pursuant to a contractual
relationship created solely by this Agreement and are not agents or fiduciaries of the Company or its securityholders, creditors, employees
or any other party, (iii) no Underwriter has assumed nor will it assume any advisory or fiduciary responsibility in favor of the Company
with respect to the offering of the Securities contemplated by this Agreement or the process leading thereto (irrespective of whether
such Underwriter or its affiliates has advised or is currently advising the Company on other matters) and each such Underwriter has no
obligation to the Company with respect to the offering of the Securities contemplated by this Agreement except the obligations expressly
set forth in this Agreement, (iv) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of the Company, and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect
to the Offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to
the extent it deemed appropriate.
(e) Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
(f) Submission
to Jurisdiction. The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States federal
court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement,
the Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities. The Company irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action
or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought
in an inconvenient forum. 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 including without limitation, any
immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended. Each of the Underwriters and the Company further agrees
to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court
of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that
service of process upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s
address shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding, and service
of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters’
address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, action or proceeding.
(g) Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other
currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Company with
respect to any sum due from it to an Underwriter or any person controlling such Underwriter shall, notwithstanding any judgment in a currency
other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling
person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal
banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the
sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding
any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are
greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees
to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling
person hereunder.
(h) Counterparts.
This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same
instrument.
(i) Survival
of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(j) Waiver
of Jury Trial. The Company and each Underwriter each hereby irrevocably waive any right they may have to a trial by jury in respect
of any claim based upon or arising out of this Agreement or the transactions contemplated hereby.
(k) Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience and reference only and are not to
be considered in construing this Agreement.
(l) Entire
Agreement. Other than that certain Engagement Letter, dated August 21, 2023, between the Company and Alexander, which shall remain in full force
and effect, this Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. This Agreement may not be amended or otherwise modified or any provision hereof
waived except by an instrument in writing signed by the parties hereto.
[Signature page follows]
If the foregoing correctly sets
forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding
agreement among us.
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Very truly yours, |
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LA XXXX HOLDINGS CORP. |
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By: |
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Name: |
Xxxxxx Xx Xxxx |
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Title: |
Chief Executive Officer |
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Accepted by the Representatives, acting for themselves
and as
Representatives of the Underwriters named on Schedule
A hereto,
as of the date first written above:
ALEXANDER CAPITAL L.P. |
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By: |
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Name: |
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Title: |
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SCHEDULE A
Name of Underwriter |
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Number of
Firm Shares |
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Number of
Option Shares |
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Total Shares |
Alexander Capital L.P. |
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Total |
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Schedule I
ISSUER FREE WRITING PROSPECTUSES:
Schedule II
Pricing Information
Number of Firm Shares:
Number of Option Shares:
Public Offering Price per Firm Shares:
Public Offering Price per Option Share:
Underwriting Discount per Firm Share:
Underwriting non-accountable expense allowance per
Firm Share:
EXHIBIT A
LOCK-UP AGREEMENT
[___], 2023
Alexander Capital L.P.
00 Xxxxx Xxxxxx
New York, New York 10004
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Re: |
La Xxxx Holdings Corp. |
Ladies and Gentlemen:
As an inducement to Alexander
Capital L.P., as representative of the underwriters (the “Representative”), to execute an underwriting agreement
(the “Underwriting Agreement”) providing for a public offering (the “Offering”) of
shares of the common stock (“Common Stock”), par value $0.0001 per share (the “Shares” or
“Securities”), of La Xxxx Holdings Corp., a Nevada corporation (the “Company”), the
undersigned hereby agrees that without, in each case, the prior written consent of the Representative, 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 or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Shares
or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Shares (including, without
limitation, Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the
U.S. Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock
option) whether now owned or hereafter acquired (the “Undersigned’s Securities”) or (2) file or caused
to be filed any registration statement with the SEC (excluding a registration statement on the form S-8) relating to the offering of any
shares of Common Stock of the Company. The foregoing restriction is expressly agreed to 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 Undersigned’s Securities would be disposed of by someone other than the undersigned.
Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any
right (including, without limitation, 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.
In addition, the undersigned agrees
that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise
any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares other
than as contemplated in the registration statement relating to the Offering.
The Lock-Up Period shall mean
the period commencing on the date of this Lock-Up Agreement and continue and include the date one hundred and eighty (180) days after
the date of the final prospectus used to sell Shares in the Offering pursuant to the Underwriting Agreement.
Notwithstanding the foregoing
shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting
or settlement, as applicable, of options or warrants to purchase Shares or other equity awards pursuant to any stock incentive plan or
stock purchase plan of the Company; provided that any Shares received by the Person upon such exercise, conversion or exchange will be
subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer
of Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales
or other dispositions of Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of
the Exchange Act and no such filing is voluntarily made, (c) any transfer of Shares acquired in open market transactions following the
closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing
is voluntarily made, (d) the transfer of the Person’s Shares or any security convertible into or exercisable or exchangeable for
Common Stock to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual
arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange
Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company,
and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial
ownership of shares of Common Share during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates
to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such
transfer (other than the filing on a Form 5 made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities
into Shares, provided that any such Shares received upon such conversion shall be subject to the restrictions on transfer set forth in
this Lock-Up Agreement, or (f) the transfer of Shares or any security convertible into or exercisable or exchangeable for Shares pursuant
to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved
by the disinterested members of the board of directors of the Company, made to all holders of Common Stock involving a change of control,
provided that all of the Undersigned’s Relevant Securities subject to this Lock-Up Agreement shall remain subject to the restrictions
herein.
In furtherance of the foregoing,
the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Shares if such transfer would
constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned
will execute any additional documents necessary in connection with the enforcement hereof. 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 Lock-Up Agreement if (i) the Company or the Representative informs
the other 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 Shares to be sold thereunder, or (iii) the Offering is not completed by August 31, 2023.
The undersigned understands that
the Representative is entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Lock-Up Agreement.
This Lock-Up Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York.
Whether or not the Offering actually
occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to the Underwriting Agreement,
the terms of which are subject to negotiation among the parties thereto.
[Signature page follows]
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Very truly yours, |
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(Name - Please Print) |
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(Signature) |
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EXHIBIT B
[Form of Press Release for Lock-Up Waiver/Release]
[ ]
[Date]
La Xxxx Holdings Corp., a Nevada corporation (the
“Company”), announced today that Alexander Capital L.P., the lead book-running manager in the Company’s recent
public sale of common stock, is [waiving][releasing] a lock-up restriction with respect to [___] of the Company’s shares of common
stock held by [certain officers or directors][an officer or director] of the Company. The [waiver][release] will take effect on [___],
and the shares of common stock may be sold on or after such date.
This press release is not an offer for sale of the securities in the
United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United
States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.