UNDERWRITING AGREEMENT between CLPS INCORPORATION and BENCHMARK COMPANY, LLC as Representative of the Several Underwriters CLPS INCORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2018 • CLPS Inc • Services-prepackaged software • New York
The undersigned, CLPS Incorporation., a corporation formed under the laws of Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with Benchmark Company LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF UNDERWRITERS’ WARRANT AGREEMENTUnderwriters’ Warrant Agreement • May 18th, 2018 • CLPS Inc • Services-prepackaged software • 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Lock-Up AgreementLock-Up Agreement • May 18th, 2018 • CLPS Inc • Services-prepackaged software
ESCROW AGREEMENTEscrow Agreement • May 18th, 2018 • CLPS Inc • Services-prepackaged software • New York
THIS AGREEMENT (this “Agreement”) is made this __________________ by and among CLPS Incorporation, a Cayman Islands company (the “Issuer”), the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”). Capitalized term used herein and not otherwise defined herein shall have the respective meaning set forth in the Underwriting Agreement (as defined below).
