Exhibit 1.1
10,396,974 CLASS A ORDINARY SHARES
7,786,300
PRE-FUNDED Warrants TO PURCHASE 7,786,300 ORDINARY SHARES
AND
18,183,274
Warrants of
CN ENERGY GROUP. INC.
UNDERWRITING AGREEMENT
January 30, 0000
Xxxxx Capital Corp.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
As the Representative of the
several underwriters, if any, named in Schedule I hereto
Ladies and Gentlemen:
The undersigned, CN Energy
Group. Inc., a British Virgin Islands company (collectively with its subsidiaries and affiliates, including, without limitation, all
entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of CN Energy Group. Inc., the “Company”),
hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative
(as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto
for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if
there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative
as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
It is understood that the
several Underwriters are to make a public offering of the Public Securities as soon as the Representative deems it advisable to do so.
The Public Securities are to be offered to the public at the public offering price set forth in the Prospectus.
It is further understood
that you will act as the Representative for the Underwriters in the offering and sale of the Closing Securities and, if any, the Option
Securities in accordance with this Agreement.
ARTICLE I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
“Action”
shall have the meaning ascribed to such term in Section 3.1(k).
“Affiliate”
means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“BVI Counsel”
means Xxxxx Xxxxx Singapore LLP, with offices located at 00 Xxxxxxx Xxxx, #00-00 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx 000000.
“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, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1.
“Closing
Date” means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters’
obligations to pay the Closing Purchase Price and (ii) the Company’s obligations to deliver the Closing Securities, in each
case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the second (2nd) Trading
Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company.
“Closing
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be
net of the underwriting discounts and commissions.
“Closing
Securities” shall have the meaning ascribed to such term in Section 2.1(a)(ii).
“Closing
Shares” shall have the meaning ascribed to such term in Section 2.1(a)(i).
“Closing
Ordinary Warrants” shall have the meaning ascribed to such term in Section 2.1(a)(ii).
“Closing
Pre-Funded Warrants” shall have the meaning ascribed to such term in Section 2.1(a)(iii).
“Closing
Warrants” means collectively, the Closing Ordinary Warrants and Closing Pre-Funded Warrants.
“Combined
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).
“Commission”
means the United States Securities and Exchange Commission.
“Company
Auditor” means Enrome LLP, with offices located at 0 XXXXX XXXXXX XXXX, #00-00, XXXX XXXXXX XXXXXX, XXXXXXXXX 000000.
“Effective
Date” shall have the meaning ascribed to such term in Section 3.1(f).
“EGS”
means Xxxxxxxx Xxxxxxxx & Schole LLP, with offices located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution
Date” shall mean the date on which the parties execute and enter into this Agreement.
“Exempt
Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant
to any existing share or option plan or any share or option plans duly adopted for such purpose by a majority of the non-employee members
of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services
rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder including
the Warrants (as defined below) and Warrant Shares (as defined below) and/or other securities exercisable or exchangeable for or convertible
into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since
the date of this Agreement to increase the number of such securities (other than in connection with automatic price resets, stock splits,
adjustments or combinations as set forth in such securities) or to decrease the exercise price, exchange price or conversion price of
such securities or to extend the term of such securities and (c) securities issued pursuant to acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith within 90 days following the Closing Date, and provided that any such issuance shall only be to a Person (or to the equity
holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall
not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“FINRA”
means the Financial Industry Regulatory Authority.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(i).
“Indebtedness”
means (a) 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), (b) 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 (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance
with GAAP.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreements” means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and
directors and each holder of Ordinary Shares and Ordinary Share Equivalents holding, on a fully diluted basis, more than 10% of the Company’s
issued and outstanding Ordinary Shares, in the form of Exhibit A attached hereto.
“Material
Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(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.
“Offering”
shall have the meaning ascribed to such term in Section 2.1(c).
“Option
Closing Date” shall have the meaning ascribed to such term in Section 2.2(c).
“Option
Closing Purchase Price” shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price
shall be net of the underwriting discounts and commissions.
“Option
Securities” shall have the meaning ascribed to such term in Section 2.2(a).
“Option
Shares” shall have the meaning ascribed to such term in Section 2.2(a).
“Ordinary
Shares” means the Class A ordinary shares of the Company, no par value per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred share, 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, Ordinary Shares.
“Ordinary
Warrants” means, collectively, the Ordinary Share purchase warrants delivered to the Purchasers at the Closing in accordance
with Section 2.1(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years,
in the form of Exhibit B attached hereto.
“Ordinary Warrant Shares”
means the Ordinary Shares issuable upon exercise of the Ordinary Warrants.
“Over-Allotment
Option” shall have the meaning ascribed to such term in Section 2.2.
“Person”
means an 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.
“PRC Counsel”
means Yingke Wuxi Law Firm, with offices located at IFS Layer 00, Xx. 00 Xxxxxxxx Xxxx, Xxxx, Xxxxx.
“Pre-Funded
Warrant” means, the Pre-Funded Ordinary Share purchase warrants delivered to the Underwriters in accordance with Section 2.1(a) hereof,
which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit C
attached hereto.
“Pre-Funded Warrant Shares”
means the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.
“Preliminary
Prospectus” means, if any, any preliminary prospectus relating to the Securities included in the Registration Statement or
filed with the Commission pursuant to Rule 424(b).
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Prospectus
Supplement” means, if any, any supplement to the Prospectus complying with Rule 424(b) of the Securities Act that
is filed with the Commission.
“Public
Securities” means, collectively, the Closing Securities and, if any, the Option Securities.
“Registration
Statement” means, collectively, the various parts of the registration statement prepared by the Company on Form F-3 (File
No. 333-264579) with respect to the Public Securities, each as amended as of the date hereof, including the Prospectus and Prospectus
Supplement, if any, the Preliminary Prospectus, if any, and all exhibits filed with or incorporated by reference into such registration
statement, and includes any Rule 462(b) Registration Statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule 462(b) Registration
Statement” means any registration statement prepared by the Company registering additional Public Securities, which was filed
with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by
the Commission pursuant to the Securities Act.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(i).
“Securities”
means the Closing Securities, the Option Securities and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange OTCQX or OTCQB (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Warrants, the Lock-Up Agreements, and any other documents or agreements executed in connection
with the transactions contemplated hereunder.
“Transfer
Agent” means VStock Transfer, LLC, with offices located at 00 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000, and any successor transfer
agent of the Company.
“U.S Company
Counsel” means Xxxxxx Xxxxxxx Xxxxxxx & Li LLC, with offices located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000.
“Warrant
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).
“Warrant
Shares” means the Ordinary Shares issuable upon exercise of the Warrants.
“Warrants”
means, collectively, the Ordinary Warrants and Pre-Funded Warrants delivered to the Underwriters in accordance with Section 2.1(a) and
Section 2.2.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
(a) Upon
the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate 18,183,274 Ordinary Shares or Pre-Funded
Warrants and Ordinary Warrants exercisable for an aggregate of 18,183,274 Ordinary Shares, and each Underwriter agrees to purchase, severally
and not jointly, at the Closing, the following securities of the Company;
(i) the
number of Ordinary Shares (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule I
hereof; and
(ii) Ordinary
Shares Warrants to purchase up to the number of Ordinary Shares set forth opposite the name of such Underwriter on Schedule I
hereof (the “Closing Ordinary Warrants”), which Ordinary Warrants shall have an exercise price of $0.55, subject to
adjustment as provided therein.
(iii) Pre-Funded
Warrants to purchase up to the number of Ordinary Shares set forth opposite the name of such Underwriter on Schedule I hereof,
which shall have an exercise price equal to $0.0001 (subject to adjustment therein), and shall be exercisable immediately following their
issuance and at any time thereafter (the “Closing Pre-Funded Warrants”) and, collectively with the Closing Shares
and Closing Ordinary Warrants, the “Closing Securities”);
(b) The
aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule
I hereto (the “Closing Purchase Price”). The combined purchase price for one Ordinary Share and one Ordinary Warrant
shall be $0.5115 (the “Combined Purchase Price”) which shall be allocated as $0.5022 per Ordinary Share (the “Share
Purchase Price”) and $0.0093 per Ordinary Warrant (the “Warrant Purchase Price”). The combined purchase
price for one Pre-Funded Warrant and one Ordinary Warrant, as applicable, shall be $0.5114 which shall be allocated as $0.5021 per Pre-Funded
Warrant and $0.0093 per Ordinary Warrant, as applicable; and
(c) On
the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds
equal to such Underwriter’s Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective
Closing Securities and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Closing. Upon
satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of EGS or such
other location as the Company and Representative shall mutually agree. The Public Securities are to be offered initially to the public
at the offering price set forth on the cover page of the Prospectus Supplement (the “Offering”).
2.2 Over-Allotment
Option.
(a) For
the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative
is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 2,727,491 Ordinary
Shares (the “Option Shares”) and up to 2,727,491 Ordinary Warrants to purchase up to 2,727,491 Ordinary Shares (the
“Option Warrants”, collectively with Option Shares, the “Option Securities”), which may be purchased
in any combination of Option Shares and/or Options Warrants at the Share Purchase Price or Warrant Purchase price, as applicable.
(b) In
connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the
product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid
for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased
(the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The
Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any
part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation
to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option
granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing
by electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment
for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business
Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of
EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company
and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing
Date will be as set forth in the notice. 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 Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration
of the Over-Allotment Option by written notice to the Company.
2.3 Deliveries.
The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:
(i) At
the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be
delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;
(ii) At
the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, in certificated form;
(iii) At
the Closing Date, legal opinions of BVI Counsel, PRC Counsel and U.S. Company Counsel addressed to the Underwriters, including, without
limitation, a negative assurance letter from U.S. Company Counsel addressed to the Underwriters, substantially in form and substance
reasonably satisfactory to the Representative, and as to the each Option Closing Date, if any, a bring-down opinion from BVI Counsel,
PRC Counsel and U.S. Company Counsel in form and substance reasonably satisfactory to the Representative;
(iv) Contemporaneously
herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative
from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and
each Option Closing Date, if any;
(v) On
the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form
and substance reasonably satisfactory to the Representative;
(vi) On
the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in form and substance
reasonably satisfactory to the Representative;
(vii) Contemporaneously
herewith, a duly executed and delivered Lock-Up Agreement with Streeterville Capital, LLC (“Steeterville”); and
(viii) Contemporaneously
herewith, the duly executed and delivered Lock-Up Agreements.
2.4 Closing
Conditions. The respective obligations of each Underwriter hereunder in connection with the Closing and each Option Closing Date
are subject to the following conditions being met:
(i) the
accuracy in all material respects when made and on the date in question (other than representations and warranties of the Company already
qualified by materiality, which shall be true and correct in all respects) of the representations and warranties of the Company contained
herein (unless as of a specific date therein);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.3 of this Agreement;
(iv) the
Registration Statement shall be effective on the date of this Agreement and at each of the Closing Date and each Option Closing Date,
if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of the Representative;
(v) by
the Execution Date, if required by FINRA, the Underwriters shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement;
(vi) the
Closing Shares, Warrant Shares and the Option Shares have been approved for listing on the Trading Market; and
(vii) prior
to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change or
development involving a prospective material adverse change in the condition or the business activities, financial or otherwise, of the
Company from the latest dates as of which such condition is set forth in the SEC Reports; (ii) no action suit or proceeding, at
law or in equity, shall be pending or have been threatened against the Company or any Affiliate of the Company before or by any court
or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding would materially
adversely or reasonably be expected to have a Material Adverse Effect, except as set forth in the Registration Statement and Prospectus;
(iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened
by the Commission; and (iv) the SEC Reports and any amendments or supplements thereto shall contain all material statements which
are required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder and shall conform
in all material respects to the requirements of the Securities Act and the rules and regulations thereunder, and none of the SEC
Reports nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Execution Date, as of the Closing
Date and as of each Option Closing Date, if any, as follows:
(a) Subsidiaries.
All of the direct and indirect Subsidiaries of the Company are set forth in the SEC Reports. Except as disclosed in the Registration
Statement, the Prospectus or the Prospectus Supplement, the Company owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any Liens, and 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.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing, the extent such concept is relevant in the applicable jurisdiction of incorporation or formation, 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 described in the SEC Reports. 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 a
Material Adverse Effect and to the Company’s knowledge, no Proceeding has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(c) 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 to which it is a party 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 shareholders in connection herewith or
therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which the Company
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, 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.
(d) 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 Public 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, anti-dilution or similar
adjustments, 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) or other understanding 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.
(e) 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 Prospectus Supplement, any required filing with FINRA and (ii) such filings as are required to be made
under applicable state securities laws (collectively, the “Required Approvals”).
(f) Registration
Statement. The Company has filed with the Commission the Registration Statement under the Securities Act, which became effective
on June 13, 2022 (the “Effective Date”), for the registration under the Securities Act of the Securities. At
the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. The Registration Statement meets
the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus
Supplement will meet the requirements set forth in Rule 424(b). The Company is eligible to use Form F-3 under the Securities
Act and it meets the requirements set forth in General Instruction I.B.1 of Form F-3. Any reference in this Agreement to the Registration
Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the
issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue
date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references
in this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the
Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial
statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the
Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement
or the use of the Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been
initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus”
has the meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Representative,
prepare, use or refer to, any free writing prospectus.
(g) Issuance
of Securities. The Public Securities 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 Warrant
Shares, when issued in accordance with the terms of the Warrants, will be 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 Ordinary Shares
issuable pursuant to this Agreement and the Warrants. The holder of the Public Securities will not be subject to personal liability by
reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security
of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization,
issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to
all statements with respect thereto contained in the Registration Statement.
(h) Capitalization.
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of employee share options under the Company’s
share option plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share purchase plans and pursuant
to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report
under the Exchange Act. No Person 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 set forth in the SEC Reports, 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 Ordinary Shares,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional
Ordinary Shares or Ordinary Share Equivalents. The issuance and sale of the Public Securities will not obligate the Company to issue
Ordinary Shares or other securities to any Person (other than the Underwriters). Except as set forth in the SEC Reports, there are no
outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange
or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. 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
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. The authorized shares of the Company conform in all material respects to all statements
relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the Company’s securities were
at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part
on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization
of any shareholder, the Board of Directors or others is required for the issuance and sale of the Public Securities. There are no shareholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital share to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
(i) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus
and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. The agreements and documents described in the Registration Statement, the Prospectus, the Prospectus Supplement
and the SEC Reports conform in all material respects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement,
the Prospectus, the Prospectus Supplement or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement,
that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company
is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Prospectus,
the Prospectus Supplement or the SEC Reports, or (ii) is material to the Company’s business, has been duly authorized and
validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to
the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company,
and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge,
no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of
any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws
and regulations, to the extent such concept is relevant in the applicable jurisdiction of incorporation or formation,.
(j) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been
no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the
Company has not incurred any liabilities (contingent or otherwise) that are material to the Company 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 shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock,
(v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans and (vi) no officer or director of the Company has resigned from any position with the Company. The Company does
not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Securities
contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably
expected to occur or exist 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 at least one Trading Day prior to the date that this representation is made.
Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution
on or in respect to its capital stock.
(k) Litigation.
Except as disclosed in the Registration Statement or the Prospectus, there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened 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 Public Securities or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the
knowledge of the Company, 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 contemplated, any investigation by the Commission involving the Company or, to the knowledge
of the Company, any current or former director or officer 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.
(l) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their
relationships with their employees are good. 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. Except as disclosed in the Registration Statement or the Prospectus, the Company and its
Subsidiaries are in compliance with all applicable 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 could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
(m) Compliance.
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 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 or reasonably be expected
to result in a Material Adverse Effect.
(n) 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 SEC Reports, except
where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (each, a “Material
Permit”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit. The disclosures in the Registration Statement concerning the effects of Federal, State, local and all foreign
regulation on the Company’s business as currently contemplated are correct in all material respects.
(o) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights
to lease or otherwise use, all real property and all personal property 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 that 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 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.
(p) Intellectual
Property. 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 SEC Reports and which the failure to
do so could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither
the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this
Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within
the SEC Reports, 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. 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(q) 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. 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.
(r) Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, 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, shareholder, 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 share option agreements under any share option plan of the Company.
(s) Xxxxxxxx-Xxxxx;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the
Xxxxxxxx-Xxxxx Act of 2002 that are effective 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. The Company and the Subsidiaries maintain
a system of internal accounting controls designed 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. The Company’s certifying officers have evaluated the effectiveness of
the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently
filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal
control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially
affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.
(t) Certain
Fees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be payable
by the Company, any Subsidiary or Affiliate of the Company 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,
there are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders
that may affect the Underwriters’ compensation, as defined 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, consulting fee or otherwise, in consideration of such
person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii)
any FINRA member participating in the offering as defined in FINRA Rule 5110(j)(15) (a “Participating FINRA Member”);
or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating FINRA Member, within
the twelve months prior to the Execution Date. None of the net proceeds of the Offering will be paid by the Company to any Participating
FINRA Member or its affiliates, except as specifically authorized herein.
(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Public Securities will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
(v) Registration
Rights. 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.
(w) Listing
and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which
the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market, except that, on January 13, 2023, the Company received a written notice from The Nasdaq Stock
Market LLC, notifying that the Company is not in full compliance with the minimum bid price requirement set forth in Nasdaq Listing Rules for
continued listing on the Nasdaq Capital Market. The Company is, and has no reason to believe that it will not in the foreseeable future
continue to be, in compliance with all such listing and maintenance requirements. The Ordinary Shares are 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 of the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.
(x) Reserved.
(y) Disclosure;
10b-5. The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules
as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it
became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations
under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Preliminary
Prospectus, Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities
Act and the Exchange Act and the applicable rules and regulations. Each of the Prospectus and the Prospectus Supplement, as amended
or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The
SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and
the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue
statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports
incorporated by reference in the Preliminary Prospectus, Prospectus or Prospectus Supplement), in light of the circumstances under which
they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus or Prospectus Supplement,
when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and
the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No
post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission.
There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have
not been filed as required pursuant to the Securities Act or (y) will not be filed within the required time period. There are no
contracts or other documents required to be described in the Preliminary Prospectus, Prospectus or Prospectus Supplement, or to be filed
as exhibits or schedules to the Registration Statement, which have not been described or filed as required. The press releases disseminated
by the Company during the twelve months preceding the date of this Agreement taken as a whole do 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,
in light of the circumstances under which they were made and when made, not misleading.
(z) No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
this offering of the Public Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder
approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(aa) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Public Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on
its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof,
and (iii) 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, would 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). 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. The SEC Reports 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. Neither the
Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (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. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration
Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of
such consolidated financial statements. The term “taxes” mean all federal, state, local, foreign, and other net income, gross
income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments,
or charges of any kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect
thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed
in respect to taxes.
(cc) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting 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 FCPA.
The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply
in all material respects with the FCPA.
(dd) Accountants.
To the knowledge and belief of the Company, the Company Auditor (i) is an independent 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
Annual Report for the fiscal year ending September 30, 2023. The Company Auditor has not, during the periods covered by the financial
statements included in the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of
the Exchange Act.
(ee) 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.
(ff) 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.
(gg) 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 (25%) 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.
(hh) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in 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, threatened.
(ii) D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed by each of the Company’s
directors and officers immediately prior to the Offering provided to the Underwriters is true and correct in all respects and the Company
has not become aware of any information which would cause the information disclosed in such questionnaires become inaccurate and incorrect.
(jj) FINRA
Affiliation. No officer, director or any beneficial owner of 10% or more of the Company’s unregistered securities has any direct
or indirect affiliation or association with any Participating FINRA Member (as determined in accordance with the rules and regulations
of FINRA). The Company will advise the Representative and EGS if it learns that any officer, director or owner of 10% or more of the
Company’s outstanding Ordinary Shares or Ordinary Share Equivalents is or becomes an affiliate or associated person of a Participating
FINRA Member firm.
(kk) Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or EGS shall
be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
(ll) Board
of Directors. The Board of Directors is comprised of the persons set forth in the SEC Reports. The qualifications of the persons
serving as board members and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated
thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies
as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder
and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as
“independent” as defined under the rules of the Trading Market.
(mm) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance
with all applicable 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 could be reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect.
(nn) PRC
Regulations. Except as described in the SEC Reports, each of the Subsidiaries has complied, and has taken all steps to ensure compliance
in all material respects by its shareholders, directors and officers that is, or is directly or indirectly owned or controlled by, a
PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies in effect on the applicable
Closing Date (including but not limited to the State Administration of Foreign Exchange) (the “SAFE”) relating to
overseas investment by PRC residents and citizens (the “PRC Overseas Investment and Listing Regulations”), including,
requesting each such person that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration
and other procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and
regulations of the SAFE). The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions
of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in
connection with or related thereto in effect on the applicable Closing Date (the “PRC Mergers and Acquisitions Rules”)
jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration,
the State Administration of Industry and Commerce, the CSRC and the State Administration of Foreign Exchange on August 8, 2006,
as amended on June 22, 2009, including the provisions thereof which purport to require offshore special purpose entities formed
for listing purposes and controlled directly or indirectly by PRC companies or individuals to obtain the approval of the CSRC prior to
the listing and trading of their securities on an overseas stock exchange. The Company has received legal advice specifically with respect
to the PRC Mergers and Acquisitions Rules from its PRC counsel, and the Company understands such legal advice. In addition, the
Company has communicated such legal advice in full to each of its officers and directors that signed the Registration Statement and each
such officer and director has confirmed that he or she understands such legal advice. Except as disclosed in the SEC Reports, the listing
and trading of the Securities on the Exchange (as defined below) and the consummation of the transactions contemplated by this Agreement
and the Representative’s Warrants are not, as of the date hereof, and will not be at the applicable Closing Date, as the case may
be, (A) adversely affected by the PRC Mergers and Acquisitions Rules, and (B), to the best knowledge of the Company, subject to
any requirement of prior approval of the CSRC.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Amendments
to Registration Statement. The Company has delivered, or will as promptly as practicable deliver, to the Underwriters complete conformed
copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed
copies of the Registration Statement (without exhibits), the Prospectus and the Prospectus Supplement, as amended or supplemented, in
such quantities and at such places as an Underwriter reasonably requests. Neither the Company nor any of its directors and officers has
distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale
of the Public Securities other than the Prospectus, the Prospectus Supplement, the Registration Statement, and copies of the documents
incorporated by reference therein. The Company shall not file any such amendment or supplement to which the Representative shall reasonably
object in writing.
4.2 Federal
Securities Laws.
(a) Compliance.
During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply
with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the
rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings
in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the
Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion
of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1
hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
(b) Filing
of Final Prospectus Supplement. The Company will file the Prospectus Supplement (in form and substance satisfactory to the Representative)
with the Commission pursuant to the requirements of Rule 424.
(c) Exchange
Act Registration. For a period of three years from the Closing Date, the Company will use commercially reasonable efforts to maintain
the registration of the Ordinary Shares under the Exchange Act. For a period of three years from the Closing Date, the Company will not
deregister the Ordinary Shares under the Exchange Act without the prior written consent of the Representative, which consent shall not
unreasonably be withheld, delayed or conditioned.
(d) Free
Writing Prospectuses. The Company represents and agrees that it has not made and will not make any offer relating to the Public Securities
that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations under the Securities
Act, without the prior written consent of the Representative. Any such free writing prospectus consented to by the Representative is
herein referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each
Permitted Free Writing Prospectus as an “issuer free writing prospectus” as defined in rule and regulations under the
Securities Act, and has complied and will comply with the applicable requirements of Rule 433 of the Securities Act, including timely
Commission filing where required, legending and record keeping.
4.3 Delivery
to the Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge, from time to time during the period
when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of each Prospectus
as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes
effective, deliver to you two original executed Registration Statements, including exhibits, and all post-effective amendments thereto
and copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified experts.
4.4 Effectiveness
and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain
effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants
are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing:
(i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of
any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state
securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any
jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the
Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments
or request for any additional information from the Commission; and (vi) of the happening of any event during the period described
in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement
or the Prospectus 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 under which they were made, not misleading. If the Commission or any state securities
commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain
promptly the lifting of such order.
4.5 Reports
to the Underwriters; Expenses of the Offering.
(a) Periodic
Reports, etc. For a period of two (2) years from the Execution Date, upon request, and to the extent not filed with the
Commission or public company reporting service, the Company will furnish or make available to the Representative copies of such financial
statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its
securities and also promptly furnish or make available to the Underwriters: (i) a copy of each periodic report the Company shall
be required to file with the Commission; (ii) a copy of every press release and every news item and article with respect to the
Company or its affairs which was released by the Company; (iii) a copy of each Form 6- K prepared and filed by the Company;
(iv) a copy of each registration statement filed by the Company under the Securities Act; and (v) such additional documents
and information with respect to the Company and the affairs of any future Subsidiaries of the Company as the Representative may from
time to time reasonably request; provided that the Underwriters shall each sign, if requested by the Company, a Regulation FD compliant
confidentiality agreement which is reasonably acceptable to the Representative in connection with such Underwriter’s receipt of
such information. Documents filed with the Commission pursuant to its XXXXX system shall be deemed to have been delivered to the Underwriters
pursuant to this Section.
(b) General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any,
to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,
including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities
to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated
with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the
Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and
disbursements relating to the registration or qualification of such Public Securities under the “blue sky” securities laws
of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and
printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate,
any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration
Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative
may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing,
printing and delivering the Public Securities; (g) fees and expenses of the Transfer Agent for the Public Securities (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) share transfer
and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses
of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives;
and (k) up to $75,000 for the fees and expenses of EGS.
(c) Non-accountable
Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 4.6(a), on the Closing Date
it will pay to the Representative a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the
Company from the sale of the Public Securities by deduction from the proceeds of the Offering contemplated herein.
4.6 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application
described under the caption “Use of Proceeds” in the Prospectus.
4.7 Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth full calendar month following the Execution Date, an earnings statement (which need
not be certified by independent public or independent certified public accountants unless required by the Securities Act or the Rules and
Regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of
the Securities Act) covering a period of at least twelve consecutive months beginning after the Execution Date, provided that filings
of the Company’s reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (including the exhibits thereto and documents
incorporated by reference therein), after the Execution Date shall be deemed to constitute delivery.
4.8 Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to
cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Public Securities.
4.9 Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
4.10 Accountants.
The Company shall continue to retain a nationally recognized independent certified public accounting firm for a period of at least three
years after the Execution Date. The Underwriters acknowledge that the Company Auditor is acceptable to the Underwriters.
4.11 FINRA.
The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder
of the Company becomes an affiliate or associated person of an Underwriter.
4.12 No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual
and commercial in nature, based on arms-length negotiations and that neither the Underwriters nor their affiliates or any selected dealer
shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in
connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to
the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not
limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the shares
and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company
hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with
respect to any breach or alleged breach of fiduciary duty.
4.13 Warrant
Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the
issuance of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise
shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent
registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale
of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is
not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available
for the sale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue,
or any holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws).
4.14 Board
Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members
and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder
and with the listing requirements of the Trading Market and (ii) if applicable, at least one member of the Board of Directors qualifies
as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder.
4.15 Securities
Laws Disclosure; Publicity. At the request of the Representative, the Company shall issue a press release disclosing the material
terms of the Offering. The Company and the Representative shall consult with each other in issuing any other press releases with respect
to the Offering, and neither the Company nor any Underwriter shall issue any such press release nor otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of such Underwriter, or without the prior consent of such
Underwriter, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if
such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such
public statement or communication. The Company will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent, for a period ending at 5:00 p.m. (New York City time) on the first business day following the 45th day following
the Closing Date, other than normal and customary releases issued in the ordinary course of the Company’s business.
4.16 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Underwriter
of the Public Securities is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Underwriter of Public Securities could be deemed to trigger the provisions of any such plan or arrangement,
by virtue of receiving Public Securities.
4.17 Reservation
of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue Option
Shares pursuant to the Over-Allotment Option and Warrant Shares pursuant to any exercise of the Warrants.
4.18 Listing
of Ordinary Shares. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary Shares on
the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of
the Closing Shares and Option Shares on such Trading Market and promptly secure the listing of all of the Closing Shares, Warrant Shares
and Option Shares on such Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any
other Trading Market, it will then include in such application all of the Closing Shares, Warrant Shares and Option Shares, and will
take such other action as is necessary to cause all of the Closing Shares, Warrant Shares and Option Shares to be listed or quoted on
such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing
and trading of its Ordinary Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and
other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary
Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,
by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic
transfer.
4.19 Right
of First Refusal. The Company agrees that, except as stated in the Engagement Agreement (as defined below), if, for the period ending
twelve (12) months from the Closing Date, the Company or any of its Subsidiaries: (a) decides to finance or refinance any indebtedness,
the Representative (or any affiliate designated by the Representative) shall have the right to act as sole book-runner, sole manager,
sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public
offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or
debt securities, the Representative (or any affiliate designated by the Representative) shall have the right to act as sole book-running
manager, sole underwriter or sole placement agent for such financing. If the Representative or one of its affiliates decides to accept
such engagement, the agreement governing such engagement (each a “Subsequent Transaction Agreement”) will contain,
among other things, provisions for customary fees for transactions of similar size and nature, but in no event will the fees be less
than those outlined herein, and the provisions of this Agreement, including indemnification, which appropriate to such transaction. Notwithstanding
the foregoing, the decision to accept the Company’s engagement under this Section 4.18 shall be made by the Representative
or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company’s notification
of its financing needs.
4.20 Subsequent
Equity Sales. From the date hereof until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share Equivalents.
Notwithstanding the foregoing, this Section 4.20 shall not apply in respect of an Exempt Issuance.
4.21 Director
and Officer Insurance. Within thirty (30) days after the Closing Date, the Company shall utilize commercially reasonable efforts
to obtain at least $10,000,000 in directors and officers insurance coverage and will maintain such directors and officers insurance coverage
until the date on which the Warrants are no longer outstanding.
4.22 Research
Independence. The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required
to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and
that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports
with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases,
to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of
interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be
different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions.
The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable
securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt
or equity securities of the Company.
ARTICLE V.
DEFAULT BY UNDERWRITERS
If on the Closing Date or
any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities or Option Securities,
as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on
the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters,
shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase
from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities or Option Securities,
as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall
not have procured such other Underwriters, or any others, to purchase the Closing Securities or Option Securities, as the case may be,
agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or
Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Closing Securities or
Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective
numbers of Closing Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the
Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or
(b) if the aggregate number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall
occur exceeds 10% of the Closing Securities or Option Securities, as the case may be, covered hereby, the Company or the Representative
will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except
to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this
Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if
the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in
the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted
for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
ARTICLE VI.
INDEMNIFICATION
6.1 Indemnification
of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriters,
and each dealer selected by each Underwriter that participates in the offer and sale of the Public Securities (each a “Selected
Dealer”) and each of their respective directors, officers and employees and each Person, if any, who controls such Underwriter
or any Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened,
or any claim whatsoever, whether arising out of any action between such Underwriter and the Company or between such Underwriter and any
third party or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute
or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in (i) any Preliminary Prospectus, if any, the Registration Statement or the Prospectus (as
from time to time each may be amended and supplemented); (ii) 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 Public Securities, including any “road show”
or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other
document or written communication (in this Article VI, collectively called “application”) executed by the Company
or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities under the securities
laws thereof or filed with the Commission, any state securities commission or agency, Trading Market or any securities exchange; or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the Company with respect to the applicable Underwriter by or on behalf of such
Underwriter expressly for use in any Preliminary Prospectus, if any, the Registration Statement or Prospectus, or any amendment or supplement
thereto, or in any application, as the case may be. With respect to any untrue statement or omission or alleged untrue statement or omission
made in the Preliminary Prospectus, if any, the indemnity agreement contained in this Section 6.1 shall not inure to the benefit
of an Underwriter to the extent that any loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy
of the Prospectus was not given or sent to the Person asserting any such loss, liability, claim or damage at or prior to the written
confirmation of sale of the Public Securities to such Person as required by the Securities Act and the rules and regulations thereunder,
and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result
of non-compliance by the Company with its obligations under this Agreement. The Company agrees promptly to notify each Underwriter of
the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection
with the issue and sale of the Public Securities or in connection with the Registration Statement or Prospectus.
6.2 Procedure.
If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity may be sought
against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall
promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including
the employment and fees of counsel (subject to the reasonable approval of such Underwriter or such Selected Dealer, as the case may be)
and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling Person shall have the right to employ its or their
own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter, such Selected Dealer
or Controlling Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing
by the Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge
of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to those available to the Company (in which case the Company shall not
have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable
fees and expenses of not more than one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected
Dealer and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter,
Selected Dealer or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to
approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
6.3 Indemnification
of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers
and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to
such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made
in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application,
in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or
on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration Statement or Prospectus or any
amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other Person
so indemnified based on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto
or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the rights
and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such
Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no Underwriter shall
be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Public
Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.3 to indemnify the Company are several
in proportion to their respective underwriting obligations and not joint.
6.4 Contribution.
(a) Contribution
Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person
entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI
provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may be required
on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such
case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such
proportions that such Underwriter is responsible for that portion represented by the percentage that the underwriting discount appearing
on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the
balance; provided, that, no Person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this
Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls
such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights
to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter
shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Public Securities
purchased by such Underwriter. The Underwriters' obligations in this Section 6.4 to contribute are several in proportion to their
respective underwriting obligations and not joint.
(b) Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the
contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder.
In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative
of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate therein with the
notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking
contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the
written consent of such contributing party. The contribution provisions contained in this Section 6.4 are intended to supersede,
to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available.
ARTICLE VII.
MISCELLANEOUS
7.1 Termination.
(a) Termination
Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any
domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially
disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or
materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall
have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the
United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been
declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially
adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood,
accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured,
will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the delivery of the Public Securities, or
(vii) if the Company is in material uncured breach of any of its representations, warranties or covenants hereunder, or (viii) if
the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of
the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable
to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the
sale of the Public Securities.
(b) Expenses.
In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein or any extensions thereof
pursuant to the terms herein, the Company shall be obligated to pay to the Representative its actual and accountable out of pocket expenses
related to the transactions contemplated herein then due and payable, including the fees and disbursements of EGS, up to $25,000 (provided,
however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement).
(c) Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any way effected by such election
or termination or failure to carry out the terms of this Agreement or any part hereof.
7.2 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,
contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules. Notwithstanding anything herein to the contrary, the Engagement Agreement, dated January 26, 2023 (“Engagement
Agreement”), by and between the Company and the Representative, shall continue to be effective and the terms therein, including,
without limitation, Section 8 with respect to any future offerings, shall continue to survive and be enforceable by the Representative
in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement,
the terms of this Agreement shall prevail.
7.3 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or e-mail attachment at the email address set forth on the signature pages attached hereto at
or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the e-mail address as set forth on
the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any
Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth on the signature pages attached hereto.
7.4 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Representative. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right.
7.5 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
7.6 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
7.7 Governing
Law; Agent for Service of Process. This Agreement will 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 in such State, without regard to the conflicts of laws principles
thereof. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial
by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any
dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New
York, New York and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. Each party agrees that a final judgment in any such action, proceeding
or counterclaim brought in any such court shall be conclusive and binding upon such part and may be enforced in any other courts to the
jurisdiction of which such party is or may be subject, by suit upon such judgment. If either party to this Agreement shall commence an
action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall
be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding. In addition to and without limiting the foregoing, the Company has confirmed that it has appointed
CN Energy USA Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action
or proceeding arising out of or based upon the this Agreement or the Transaction Documents or the transactions contemplated herein which
may be instituted in any New York federal or state court, by the Representative, the directors, officers, partners, employees and agents
of the Representative and each affiliate of the Representative, and expressly accept the non-exclusive jurisdiction of any such court
in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted
such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including
the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. The Company
hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent shall be deemed,
in every respect, effective service of process upon the Company. If the Authorized Agent shall cease to act as agent for service of process,
the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding
the foregoing, any action arising out of or based upon this Agreement may be instituted by the Representative, the directors, officers,
partners, employees and agents of the Representative and each respective affiliate of the Representative, in any court of competent jurisdiction
in the British Virgin Islands. This paragraph shall survive any termination of this Agreement, in whole or in part.
7.8 Survival.
The representations and warranties contained herein shall survive the Closing and the Option Closing, if any, and the delivery of the
Public Securities.
7.9 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were
an original thereof.
7.10 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.
7.11 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Underwriters
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and
hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law
would be adequate.
7.12 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken
or such right may be exercised on the next succeeding Business Day.
7.13 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference
to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits,
share dividends, share combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
7.14 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY RIGHT TO TRIAL
BY JURY.
(Signature Pages Follow)
If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among the Company and the several Underwriters in accordance with its terms.
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Very truly yours, |
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CN ENERGY GROUP. INC. |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Chief Executive Officer |
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Address for Notice: |
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Xxxxxxxx 0-X, Xxxx 000, XX. 000 Xxxxxx Xxxx |
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Xxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx |
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The PRC |
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Attn: Xxxxxxx Xxxxx |
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Email: [*] |
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Copy to: |
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Xxxxxx Xxxxxxx Xxxxxxx & Li LLC |
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000 Xxxxx Xxxxxx, 00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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Email: xxx@xxxxxxxxxx.xxx |
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Accepted on the date first above written. |
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AEGIS CAPITAL CORP. |
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As the Representative of the several |
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Underwriters listed on Schedule I |
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By: |
/s/ Xxxxxx Xxxx |
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Name: Xxxxxx Xxxx |
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Title: Chief Executive Officer |
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Address for Notice: |
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0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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xxxxxxxxx@xxxxxxxx.xxx |
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Copy to: |
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Xxxxxxxx Xxxxxxxx & Schole LLP |
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0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx |
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Xxx Xxxx, XX 00000 |
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Email: xxxxxxxxxx@xxxxxx.xxx |
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SCHEDULE I
Schedule
of Underwriters
Underwriters | |
Closing
Shares | | |
Closing
Pre-Funded Warrants | | |
Closing
Warrants | | |
Closing
Purchase Price for Closing Shares and Warrants(1) | | |
Closing
Purchase Price for Pre-Funded Warrants and Warrants(1) | |
Aegis Capital Corp. | |
| 10,396,974 | | |
| 7,786,300 | | |
| 18,183,274 | | |
$ | 0.506 | | |
$ | 0.5059 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total | |
| 10,396,974 | | |
| 7,786,300 | | |
| 18,183,274 | | |
$ | 5,260,868.84 | | |
$ | 3,939,089.17 | |
(1) Includes the one percent (1.0%) non-accountable
expense allowance.
Exhibit A
Form of Lock-Up Agreement
Exhibit B
Form of Warrant
Exhibit C
Form of Pre-Funded Warrant