UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2023 • SU Group Holdings LTD • Services-detective, guard & armored car services • New York
The undersigned, SU Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (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:
ContractPurchase Warrant Agreement • December 11th, 2023 • SU Group Holdings LTD • Services-detective, guard & armored car services • 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN THE BENCHMARK COMPANY, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR AN OFFICER OR PARTNER, AFFILIATE OR REGISTERED PERSON OF THE BENCHMARK COMPANY, LLC.
Distribution AgreementDistribution Agreement • December 11th, 2023 • SU Group Holdings LTD • Services-detective, guard & armored car services
This Distribution Agreement (“Agreement”) is entered into as of the Date, by and between [***] and Distributor. This Agreement is subject to the Terms and Conditions set forth on Appendix A, attached hereto and incorporated herein by reference. This Agreement may be executed in counterparts and delivered by email, facsimile or other electronic means.
