UNDERWRITING AGREEMENT between SENMIAO TECHNOLOGY LIMITED and THE BENCHMARK COMPANY, LLC and AXIOM CAPITAL MANAGEMENT, INC. as Representatives of the Several Underwriters SENMIAO TECHNOLOGY LIMITED UNDERWRITING AGREEMENT August 4, 2020Underwriting Agreement • August 4th, 2020 • Senmiao Technology LTD • Finance services • New York
The undersigned, Senmiao Technology Limited, a corporation formed under the laws of the state of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company LLC and Axiom Capital Management, Inc. (hereinafter referred to as “you” (including its correlatives) or, collectively, the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF UNDERWRITERS’ WARRANTCommon Stock Purchase Warrant • August 4th, 2020 • Senmiao Technology LTD • Finance services • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
