SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2022 • Society Pass Incorporated. • Services-business services, nec • New York
The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A)(i) an aggregate of 3,030,300 shares of common stock, (the “Firm Shares”) par value $0.0001 per share of the Company (“Common Stock”) and (ii) an aggregate of 3,030,300 common stock purchase warrants (“Firm Warrants”) and (B) at the election of the Representative,(i) up to an additional 454,545 shares of Common Stock (the “Option Shares” and collectively with the Firm Shares, the “Shares”) and/or (ii) up to an additional 454,545 common stock purchase warrants (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”).The shares of Common Stock issuable upon the exercise of the
