UNDERWRITING AGREEMENT between CHINA XIANGTAI FOOD CO., LTD. (the “Company”) and BOUSTEAD SECURITIES, LLC As the Underwriter (the “Underwriter”) CHINA XIANGTAI FOOD CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
The undersigned, China Xiangtai Food Co., Ltd., a Cayman Islands exempted company with limited liability (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the “Company”), hereby confirms its agreement with BOUSTEAD SECURITIES, LLC. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) with respect to the sale by the Company, through the Underwriter, on a best efforts basis, (the “Offering”) of a minimum of 1,000,000 ordinary shares of the Company and a maximum of 3,000,000 ordinary shares of the Company (the “Placement Shares”), par value US$0.01 per share at an anticipated offering price of $5.00 per share for gross offering proceeds of $5,000,000 (based on a minimum offering) and $15,000,000 (based on a maximum offering), respectively. For avoidance of doubt, all references herein to “Shares” shall refer only
ContractChina Xiangtai Food Co., Ltd. • September 28th, 2018 • Meat packing plants • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (FILE NO. 333-226990) (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE IPO (AS DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BOUSTEAD SECURITIES LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • September 28th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants • New York
This OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this “Agreement”) dated as of this [__] day of [_____] 2018, by and among CHINA XIANGTAI FOOD CO., LTD, a Cayman Islands company (the “Company”), having an address at Xinganxian Plaza, Building B, Suite 21-1 Lianglukou, Yuzhong District 400800, Chongqing, People’s Republic of China, Boustead Securities, LLC (the “Underwriter”), having an address at 6 Venture, Suite 265, Irvine CA 92618, and FINTECH CLEARING, LLC (the “Deposit Account Agent”), a Delaware limited liability company and FINRA registered broker/dealer having an office at 6 Venture, Suite 265, Irvine, CA 92618 . All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus, dated August 24, 2018, including all attachments, schedules and exhibits thereto (the “Prospectus”).
Lock-Up AgreementLock-Up Agreement • September 28th, 2018 • China Xiangtai Food Co., Ltd. • Meat packing plants
This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the subscription agreement between you and China Xiangtai Food Co., Ltd, a Cayman Islands company (the “Company”), relating to the private placement (the “Private Placement”) of ordinary shares, par value $0.01 per share of the Company (the “Ordinary Shares”), exempt from the registration requirements of the Securities Act under Section 4(a)(2) and Regulation D of the US Securities Act of 1933, as amended (the “Securities Act”).
