0001104659-21-004710 Sample Contracts

TIAN RUIXIANG Holdings Ltd. UNDERWRITING AGREEMENT
Underwriting Agreement • January 15th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York

The undersigned, Tian Ruixiang Holdings Ltd, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Representative”) and Brilliant Norton Securities Company (collectively, the “Underwriters”) to issue and sell to the Underwriters an aggregate of [●] Class A Ordinary Shares, par value $0.001 per share, of the Company (the “Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

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Form of Underwriter’s Warrant
Underwriter's Warrant • January 15th, 2021 • Tian Ruixiang Holdings LTD • Insurance agents, brokers & service • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[●] [DATE THAT IS 180 DAYS FROM THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[●] [DATE THAT IS THREE YEARS FROM THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING].

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