Exhibit 1.1
UNDERWRITING AGREEMENT
between
Guardforce AI Co., Limited
and
EF HUTTON,
division of Benchmark Investments, LLC,
as Representative of the Several Underwriters
Guardforce AI Co., Limited
UNDERWRITING AGREEMENT
New York, New York
May 2, 2023
EF Hutton,
division of Benchmark Investments, LLC
as Representative of the several Underwriters
named on Schedule 1 attached hereto
590 Madison Avenue, 39th Floor
New York, New York 10022
Ladies and Gentlemen:
The undersigned, GUARDFORCE
AI CO., LIMITED, a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation,
all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”),
hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, 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:
1. PURCHASE
AND SALE OF SECURITIES.
1.1. Firm
Securities.
1.1.1. Nature
and Purchase of Firm Securities.
(i) On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the several Underwriters, an aggregate of 1,720,430 ordinary shares (the “Firm Securities”)
of the Company, par value $0.12 per share (collectively, the “Ordinary Shares”).
(ii) The
Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective
names on Schedule I attached hereto and made a part hereof at a purchase price of $4.65 per Firm Security. The Firm Securities
are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined herein).
1.1.2. Payment
and Delivery of Firm Securities.
(i) Delivery
and payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the
effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or
the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.,
Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Hunter Taubman
Fischer & Li LLC (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic
transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities
is called the “Closing Date.”
(ii) Payment
for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company
upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through
the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Securities shall
be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1)
Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of
payment by the Representative for all of the Firm Securities. The term “Business Day” means any day other than Saturday,
Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,”
“shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any
physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for
wire transfers) of commercial banks in the City of New York generally are open for use by customers on such day.
1.2. Over-allotment
Option.
1.2.1. Option
Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities,
the Company hereby grants to the Underwriters an option to purchase up to 258,064 additional Ordinary Shares (the “Option Securities”),
representing fifteen percent (15%) of the Firm Securities sold in the Offering, from the Company (the “Over-allotment Option”).
The purchase price to be paid per Option Security shall be equal to the price per Firm Security set forth in Section 1.1.1 hereof.
The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Public Securities.”
The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to
all (at any time) or any part (from time to time) of the Option Securities within 45 days of the Closing Date. The purchase price to be
paid per Option Security shall be equal to the Firm Securities purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters
shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in
writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased
and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall
not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the
Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission)
as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on
the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect
to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated
to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally
and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule
1 opposite the name of such Underwriter.
1.2.3. Payment
and Delivery. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,
payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing
the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered
in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) Business Day
prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment
by the Representative for applicable Option Securities.
2. REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.
The Company represents and
warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the Option Closing Date, if
any, as follows:
2.1. Filing of Registration
Statement.
2.1.1. Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a “shelf” registration statement, and an amendment or amendments thereto, on Form F-3 (File No. 333-261881), including
any related prospectus or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the
“Securities Act”), which registration statement was prepared by the Company in all material respects in conformity
with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities
Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement on
file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time,
documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents
and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the
”Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein
as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred
to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of
the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration
statement filed pursuant to Rule 462(b). The Registration Statement was declared effective by the Commission on January 5, 2022 (the
“Effective Date”).
The prospectus in
the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base
Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented)
that described the Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the
final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly
after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement
to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b)
of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed
with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference
herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.
“Applicable
Time” means 6:00 p.m., Eastern time, on the date of this Agreement.
“Pricing
Disclosure Package” means the Pricing Prospectus issued at or prior to the Applicable Time, the Preliminary Prospectus dated
May 2, 20223 and the information included on Schedule 2-A hereto, all considered together.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-40848) providing for the registration
of the Ordinary Shares. The Ordinary Shares are registered pursuant to Section 12(b) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). The registration of Ordinary Shares under the Exchange Act has been declared effective
by the Commission on or prior to the date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating
the registration of the Ordinary Shares under the Exchange Act, nor has the Company received any notification that the Commission is contemplating
terminating such registration.
2.2. Stock
Exchange Listing. The Ordinary Shares have been approved for listing on the Nasdaq Capital Market (the “Exchange”),
subject only to official notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, delisting
the Ordinary Shares or Warrants from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating
such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has submitted
the Supplemental Listing Application for the listing of additional shares with the Exchange with respect to the Offering of the Public
Securities.
2.3. No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order
preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to
the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each
request (if any) from the Commission for additional information.
2.4. Disclosures
in Registration Statement.
2.4.1. Compliance
with Securities Act and 10b-5 Representation.
(i) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective
date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act), complied and will comply in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus
filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,
at the time each was filed with the Commission, complied and will comply in all material respects with the requirements of the Securities
Act and the Securities Act Regulations. The conditions for use of Form F-3, set forth in the General Instructions thereto, including,
but not limited to, General Instruction I.B.1 and other conditions related to the offer and sale of the Public Securities, have been satisfied.
Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical
to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission’s EDGAR filing system (“EDGAR”),
except to the extent permitted by Regulation S-T promulgated under the Securities Act (“Regulation S-T”).
(ii) Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any
Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii) The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and
will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall
not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company
with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Disclosure Package
or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by
or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting” section of the
Prospectus: the names of the Underwriters, the information under the subheading titled “Discount and Expenses”, “Price
Stabilization, Short Positions, and Penalty Bids” and “Electronic Distribution” (the “Underwriters’ Information”).
(iv) Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an
untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to the Underwriters’ Information.
(v) The
documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when they became
effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities
Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained
any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
2.4.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
conform in all material respects to the descriptions thereof contained therein or incorporated by reference and there are no agreements
or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have
not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party
or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly
executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought, and except for any unenforceability that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Change (as defined in Section 2.5.1 below). None of such agreements or instruments has been assigned
by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in material default thereunder and,
to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute
a default thereunder except for such defaults that would not reasonably be expected to result in a Material Adverse Change. To the Company’s
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any
existing applicable law, rule, regulation, judgment, order or decree of any governmental or regulatory agency, authority, body, entity
or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental
Entity”), including, without limitation, those relating to environmental laws and regulations, that, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Change.
2.4.3. Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state,
local and all foreign laws, rules and regulations relating to the Offering and the Company’s business as currently conducted or
contemplated are correct and complete in all material respects and no other such laws, rules or regulations are required under the Securities
Act and the Securities Act Regulations to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus
which are not so disclosed.
2.4.4. No
Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering
material in connection with the Offering other than any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus and other
materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.
2.5. Changes
After Dates in Registration Statement.
2.5.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial
position or results of operations of the Company or its Subsidiaries taken as a whole, nor to the Company’s knowledge, any change
or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change,
in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company or its Subsidiaries
taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company
or its Subsidiaries, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned
from any position with the Company.
2.5.2. Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability
or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in
respect to its capital stock.
2.6. Independent
Accountants. To the knowledge of the Company, PKF Littlejohn LLP and Wei, Wei & Co., LLP (the “Auditors”),
whose reports are filed with the Commission and included or incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, are each an independent registered public accounting firm as required by the Securities Act and the Securities
Act Regulations and the Public Company Accounting Oversight Board. The Auditors have not, during the periods covered by the financial
statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided
to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.7. Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial
position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements
have been prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards
Board (“IFRS”), consistently applied throughout the periods involved (provided that unaudited interim financial statements
are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required
by IFRS); and the supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material
respects the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are
required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under
the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes,
if any, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been
properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations
and present fairly in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable
and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures
contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or incorporated or deemed incorporated by reference
therein, regarding “non-IFRS financial measures”, if any, comply in all material respects with Regulation G under the Exchange
Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing
Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or
future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, (a) since the date of the last balance sheet included or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its direct and indirect subsidiaries, including each
entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of
the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material
liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business,
(b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there
has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the ordinary course of business,
any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term
or short-term debt, except for the unsecured convertible promissory note the Company issued to Streeterville Capital, LLC on October 25,
2022 in the original principal amount of $1,707,500.00, with an interest at a rate of 8% per annum.
The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 8.1 to the Annual Report on Form
20-F filed by the Company on May 1, 2023.
2.8. Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted
capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package
and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be
no stock options, warrants, or other rights to purchase or otherwise acquire any Ordinary Shares of the Company or any security convertible
or exercisable into Ordinary Shares of the Company, or any contracts or commitments to issue or sell Ordinary Shares or any such options,
warrants, rights or convertible securities.
2.9. Valid
Issuance of Securities, etc.
2.9.1. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no contractual or other rights
of rescission or the ability to force the Company or any of its Subsidiaries to repurchase such securities with respect thereto, and are
not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive
rights, rights of first refusal or rights of participation of any holders of any security of the Company or similar contractual rights
granted by the Company. The authorized Ordinary Shares conform in all material respects to all statements relating thereto contained in
the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding Ordinary Shares,
options, warrants and other outstanding securities convertible into or exercisable for Ordinary Shares, were at all relevant times either
registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations
and warranties of the purchasers of such Ordinary Shares, exempt from such registration requirements. The description of the Company’s
stock option, stock bonus and other related incentive plans or arrangements, and options and/or other rights granted thereunder, as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, accurately and fairly present, in all material respects,
the information required to be shown with respect to such plans, arrangements, options and rights.
2.9.2. Securities
Sold Pursuant to this Agreement. The Public Securities have been duly authorized for issuance and sale and, when issued and paid for,
will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason
of being such holders; the Public Securities are and will be free from all preemptive rights of any holders of any security of the Company,
or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and
sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.10. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no
holders of any securities of the Company or any options, warrants, rights or other securities exercisable for or convertible or exchangeable
into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities
Act or to include any such securities in the Registration Statement or any other registration statement to be filed by the Company.
2.11. Validity
and Binding Effect of Agreements. The execution, delivery and performance of this Agreement have been duly and validly authorized
by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective terms, except, in each case: (i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
2.12. No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, and all ancillary documents, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof
do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any
of the terms and provisions of, or constitute default under, or result in the creation, modification, termination or imposition of any
lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust,
loan agreement or any other agreement or instrument to which the Company is a party or as to which any property of the Company is a party
except breaches, conflicts or defaults that would not reasonably be expected to result in a Material Adverse Change; (ii) result in any
violation of the provisions of the Company’s memorandum of association and articles of association (as the same have been amended
or restated from time to time, collectively, the “Charter”); or (iii) violate in any material respect any existing
applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof having jurisdiction over
the Company.
2.13. No
Defaults; Violations. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no default
exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of
trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other
agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets
of the Company is subject except for any such default that would not be reasonably expected to result in a Material Adverse Change. The
Company is not in violation of any term or provision of its Charter, or in violation of any franchise, license, permit, applicable law,
rule, regulation, judgment or decree of any Governmental Entity, except for such violations that would not be reasonably expected to result
in a Material Adverse Change.
2.14. Corporate
Power; Licenses; Consents.
2.14.1. Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has
all requisite corporate power and authority, and has all consents, authorizations, approvals, licenses, certificates, clearances, permits
and orders and supplements and amendments thereto (collectively, “Authorizations”) of and from all Governmental Entities
that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except for such Authorizations, the absence of which would reasonably be expected to have a Material Adverse
Change.
2.14.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all Authorizations required in connection therewith have been obtained. No Authorization of, and no filing
with, any Governmental Entity, the Exchange or another body is required for the valid issuance, sale and delivery of the Public Securities
and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement,
the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws
and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.15. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Insiders as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of
any information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.16. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive
officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.17. Good
Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of
the Cayman Islands as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which
its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly
or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.18. Insurance.
The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks
which the Company believes are adequate as are customary for companies engaged in similar business, including D&O insurance, and to
the Company’s knowledge all such insurance is in full force and effect. The Company has no reason to believe that it will not be
able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected
to result in a Material Adverse Change.
2.19. Transactions
Affecting Disclosure to FINRA.
2.19.1. Finder’s
Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or
any Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the
Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determined
by FINRA.
2.19.2. Payments
Within Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the
Company has not made any direct or indirect payments in connection with the Offering (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to
the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct
or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than the
payment to the Underwriters as provided hereunder in connection with the Offering.
2.19.3. Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein.
2.19.4. FINRA
Affiliation. To the Company’s knowledge, there is no (i) officer or director of the Company, (ii) beneficial owner of 10% or
more of any class of the Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which
were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated
person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
2.19.5. Information.
All information provided by the Company in its FINRA questionnaire to Representative Counsel specifically for use by Representative Counsel
in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material
respects.
2.20. Foreign
Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of, and with authority from, the Company
and its Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price
concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or
official or employee of any Governmental Entity (domestic or foreign) or any political party or candidate for office (domestic or foreign)
or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any
actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation
or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might
adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its
accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices
Act of 1977, as amended.
2.21. Compliance
with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or
affiliate of the Company and its Subsidiaries or any other person acting on behalf of, and with authority from, the Company and its Subsidiaries,
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.
2.22. Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all
material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect
to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
2.23. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to Representative
Counsel on the Closing Date or on the Option Closing Date shall be deemed a representation and warranty by the Company to the Underwriters
as to the matters covered thereby.
2.24. Lock-Up
Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and certain
owners of 5% or more of the Company’s outstanding Ordinary Shares (or securities convertible or exercisable into Ordinary Shares)
(collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative
an executed Lock-Up Agreement, in a form substantially similar to that attached hereto as Exhibit A (the “Lock-Up Agreement”),
prior to the execution of this Agreement.
2.25. Subsidiaries.
All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization
or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct
of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business
or operations of the Company taken as a whole. The Company’s ownership and control of each Subsidiary is as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.
2.26. Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required
to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required
under the Securities Act and the Securities Act Regulations.
2.27. Board
of Directors. The Board of Directors of the Company is comprised of the persons disclosed, or disclosed in documents incorporated
by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The qualifications of the persons serving
as board members and the overall composition of the board comply with the Exchange Act, the rules and regulations of the Commission promulgated
thereunder (the “Exchange Act Regulations”), the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the
“Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit
Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined
under Regulation S-K and the listing rules of the Exchange. In addition, although the Company expects to be a “controlled company”
under the rules of the Exchange and to avail itself of the corporate governance exemptions afforded to a “controlled company”
under the rules of the Exchange, at least a majority of the persons serving on the Board of Directors qualify as “independent,”
as defined under the listing rules of the Exchange.
2.28. Sarbanes-Oxley
Compliance.
2.28.1. Disclosure
Controls. The Company has developed and currently maintains disclosure controls and procedures that comply in all material respects
with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, such controls and procedures are effective to ensure that all material information concerning the Company
will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and
other public disclosure documents.
2.28.2. Compliance.
The Company is and at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley
Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the
Sarbanes-Oxley Act.
2.29. Accounting
Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined
under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements of the Exchange
Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or
persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with IFRS including, but not limited to, internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and
(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company is not aware of any material weaknesses in its internal controls. The Company’s auditor and the Audit Committee of the
Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation
of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have
a significant role in the Company’s internal controls over financial reporting.
2.30. No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an
“investment company,” as defined in the Investment Company Act of 1940, as amended.
2.31. No
Labor Disputes. As of the date of this agreement, the Company is a defendant in various labor-related lawsuits in Thailand, totaling
approximately $0.54 million. Except as stated above, no other labor dispute with the employees of the Company or any of its Subsidiaries
exists or, to the knowledge of the Company, is imminent. The Company is not aware that any officer, key employee or significant group
of employees of the Company plans to terminate employment with the Company.
2.32. Intellectual
Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets
and similar rights (“Intellectual Property Rights”) and necessary for the conduct of the business of the Company and
each of its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its
business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement
of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received
any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably
be expected to result, individually or in the aggregate, in a Material Adverse Change: (A) to the knowledge of the Company, there is no
infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there
is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the
Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for
any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be
expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the
Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid
or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts
which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in
this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any
Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and
the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate,
together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to
the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any
employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement,
nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s
employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to
result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information
developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound
by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required
to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration
Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set
forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation
of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees,
or otherwise in violation of the rights of any persons.
2.33. Taxes.
Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has
paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against
the Company or such respective Subsidiary except those that are being contested in good faith or as would not have, individually or in
the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed
with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods
to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material
issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as
due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes
have been given by or requested from the Company or its Subsidiaries. To the Company’s knowledge, there are no tax liens against
the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal, state, local,
foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,
service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties
or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional
amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents
required to be filed in respect to taxes.
2.34. ERISA
Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act
of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with
ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder
(the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA) has occurred
or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company or
any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates,
if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined
under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under
(i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412,
4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company or any of its ERISA
Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing
has occurred, whether by action or failure to act, which would cause the loss of such qualification.
2.35. Compliance
with Laws. Each of the Company and each Subsidiary: (A) is and at all times has been in compliance with all statutes, rules, or regulations
applicable to the business of the Company as currently conducted (“Applicable Laws”), except as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter, untitled letter
or other correspondence or notice from any Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations;
(C) possesses all Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term of
any such Authorizations, except where the invalidity of such Authorizations or the failure of such Authorizations to be in full force
and effect would not result in a Material Adverse Change; (D) has not received notice of any claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any activity conducted
by the Company is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third
party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that
any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has
no knowledge that any such Governmental Entity is considering such action; and (F) has filed, obtained, maintained or submitted all material
reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable
Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent
submission), except where the failure to be so in compliance would not, individually or in the aggregate, result in a Material Adverse
Change.
2.36. Environmental
Laws. The Company is in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment,
storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable
to their businesses (“Environmental Laws”), except where the failure to comply would not, singularly or in the aggregate,
result in a Material Adverse Change. There has been no storage, generation, transportation, handling, treatment, disposal, discharge,
emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company (or,
to the Company’s knowledge, any other entity for whose acts or omissions the Company is or may otherwise be liable) upon any of
the property now or previously owned or leased by the Company, or upon any other property, in violation of any law, statute, ordinance,
rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common
law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability which would not
have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Change; and there has been no disposal,
discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or
other wastes or other hazardous substances with respect to which the Company has knowledge, except for any such disposal, discharge, emission,
or other release of any kind which would not have, singularly or in the aggregate with all such discharges and other releases, a Material
Adverse Change. In the ordinary course of business, the Company conducts periodic reviews of the effect of Environmental Laws on its business
and assets, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation, any capital
or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental permits issued
thereunder, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such reviews,
the Company has reasonably concluded that such associated costs and liabilities would not have, singularly or in the aggregate, a Material
Adverse Change.
2.37. Title
to Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and
its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or
personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear
of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value
of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and
all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under
which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, are, to the Company’s knowledge, in full force and effect, and neither the Company nor any Subsidiary has received
any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under
any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued
possession of the leased or subleased premises under any such lease or sublease.
2.38. Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates
(as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to,
any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s
or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described or incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated
by reference as required.
2.39. Loans
to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course
of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directors
of the Company, its Subsidiaries, or any of their respective family members, except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
2.40. Reserved.
2.41. Smaller
Reporting Company. As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,”
as defined in Rule 12b-2 of the Exchange Act Regulations.
2.42. Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the
Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent
the Company’s good faith estimates that are made on the basis of data derived from such sources.
2.43. Electronic
Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities
Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is required
in connection with the Offering.
2.44. Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Public Securities
to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.45. Dividends
and Distributions. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, no Subsidiary
of the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such Subsidiary’s capital stock (to the extent that any such prohibition or restriction on dividends and/or
distributions would have a material effect to the Company), from repaying to the Company any loans or advances to such Subsidiary from
the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company,
except as may otherwise be provided in current loan or mortgage-related documents.
2.46. Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.
2.47. Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated
with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under
the Securities Act.
2.48. Confidentiality
and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company or any Subsidiary
is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer (other than
the Company) or prior employer that could materially affect his or her ability to be and act in his or her respective capacity of the
Company or such Subsidiary or be expected to result in a Material Adverse Change.
2.49. Corporate
Records. The minute books of the Company have been made available to the Representative and Representative Counsel and such books
(i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and shareholders of
the Company, and (ii) reflect all material transactions referred to in such minutes.
2.50. Due
Diligence Materials. The Company has provided to the Representative and Representative Counsel all materials required or necessary
to respond in all material respects to the due diligence request submitted to the Company or Company Counsel by the Representative.
2.51. Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result
in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Public Securities.
2.52. Right
of First Refusal. Following the closing of the Offering, provided that the Public Securities are sold in accordance with the terms
of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”),
for a period of three (3) months after the Closing Date, to act as sole investment banker, sole book-runner, and/or sole placement agent,
at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity
linked financings (each, a “Subject Transaction”), during such three (3) month period, of the Company, or any successor
to or any current or future subsidiary of the Company, on terms and conditions customary to the Representative for such Subject Transactions.
The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in
the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, (a) the Company shall not retain,
engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction
without the express written consent of the Representative and (b) this Right of First Refusal shall not apply to any transaction where
the Company does not engage an investment banker, underwriter, placement agent or other intermediary.
2.53. Exchange
Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e), 14 and 15(d)
of the Exchange Act during the preceding 12 months (except to the extent that Section 15(d) requires reports to be filed pursuant to Sections
13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause of this sentence); and the Company has filed in a timely
manner all reports required to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act during the preceding 12 months, except
where the failure to timely file would not, individually or in the aggregate, result in a Material Adverse Change.
3. COVENANTS OF THE COMPANY.
The Company covenants and
agrees as follows:
3.1. Amendments
to Registration Statement. The Company shall deliver to the Representative, at least one (1) Business Day (or such shorter time mutually
agreed by the parties hereto) prior to filing, any amendment or supplement to the Registration Statement, Preliminary Prospectus, Pricing
Disclosure Package or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which
the Representative shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
The Company, subject to Section 3.2.2, shall comply in all material respects with the requirements of Rule 424(b) and 430B of the
Securities Act Regulations, and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement relating to the Offering or any amendment or supplement to the Prospectus shall have been filed
and when any post-effective amendment to the Registration Statement relating to the Offering shall become effective; (ii) of its receipt
of any comments from the Commission relating to the Offering on the Registration Statement, Preliminary Prospectus, the Pricing Disclosure
Package or the Prospectus; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or
supplement to any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus or for additional information, in each case,
relating to the Offering; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or of
the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the
Registration Statement; or (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection
with the Offering of the Public Securities. The Company shall effect all filings relating to the Offering required under Rule 424(b) of
the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)),
and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule
424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company
shall use its best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain
the lifting thereof at the earliest possible moment.
3.2.2. Continued
Compliance. The Company shall comply in all material respects with the Securities Act, the Securities Act Regulations, the Exchange
Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this
Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating
to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”),
would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of Representative Counsel or Company Counsel, to (i) amend the Registration
Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure
Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the
light of the circumstances existing at the time it is delivered to a purchaser; or (iii) amend the Registration Statement or amend or
supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities
Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment
or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representative with copies of any such amendment or supplement; and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Representative or Representative Counsel
shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters
may reasonably request. The Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange
Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to make
any such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotment
Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable
amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative
or Representative Counsel shall reasonably object.
3.2.3. Exchange
Act Registration. For a period of three (3) years after the date of this Agreement, the Company shall use its reasonable best efforts
to maintain the registration of the Ordinary Shares under the Exchange Act. For a period of two (2) years after the date of this Agreement,
the Company shall not deregister the Ordinary Shares under the Exchange Act without the prior written consent of the Representative.
3.2.4. Testing-the-Waters
Communications. If at any time following the distribution of any communication that is a written communication within the meaning
of Rule 405 of the Securities Act Regulations (a “Written Testing-the-Waters Communication”) there occurred or occurs
an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptly
amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or
omission.
3.3. Delivery
to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to
the Representative and Representative Counsel, without charge, conformed copies of the Registration Statement as originally filed and
each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to
be incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to each Underwriter,
without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) upon
receipt of a written request therefor from such Underwriter. The copies of the Registration Statement and each amendment thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
3.4. Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter,
without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents
to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge,
during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities
Act Regulations, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will
be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement to remain
effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative promptly
and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance
by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance
by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or
sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery
to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments
or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this
Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the
Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order
to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission
shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts to obtain
promptly the lifting of such order.
3.6. Review
of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall cause
its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s interim financial statements
for each period covered by any Company’s announcement of financial information, before such announcement is made.
3.7. Listing.
The Company shall use its reasonable best efforts to maintain the listing of the Securities on the Exchange until at least three (3)
years after the date of this Agreement.
3.8. Financial
Public Relations. Within six (6) months from the Effective Date, the Company shall have retained a financial public relations firm
reasonably acceptable to the Representative and the Company, which firm shall be experienced in assisting issuers in initial public offerings
of securities and in their relations with their security holders, and shall retain such firm or another firm reasonably acceptable to
the Representative for a period of not less than two (2) years after the Effective Date.
3.9. Reports
to the Representative.
3.9.1. Periodic
Reports, etc. For a period of two (2) years after the date of this Agreement, the Company shall furnish or make available to the Representative
copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders
of any class of its securities and also promptly furnish to the Representative: (i) a copy of each periodic report the Company shall be
required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press release and every
news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 6-K prepared
and filed by the Company; (iv) a copy of each registration statement filed by the Company under the Securities Act; (v) a copy of each
report or other communication furnished to shareholders and (vi) such additional documents and information with respect to the Company
and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request. Documents filed
with the Commission pursuant to its EDGAR system or press releases shall be deemed to have been delivered to the Representative pursuant
to this Section 3.9.1. Any documents not filed with the Commission pursuant to its EDGAR system shall be delivered to jrallo@efhuttongroup.com,
with a copy to dboral@efhuttongroup.com.
3.9.2. Transfer
Agent; Transfer Sheets. For a period of two (2) years after the date of this Agreement, the Company shall retain a transfer agent
and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative at the
Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably request,
including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Vstock Transfer, LLC is acceptable to the
Representative to act as Transfer Agent for the Ordinary Shares.
3.9.3. Trading
Reports. For a period of one (1) year after the date of this Agreement, during such time as any of the Public Securities are listed
on the Exchange, the Company shall provide to the Representative, at the Company’s expense, such reports published by the Exchange
relating to price trading of the Public Securities, as the Representative shall reasonably request.
3.10. Payment
of Expenses
3.10.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any,
to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations
of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration
of the Public Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA;
(c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company
and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background
checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification
of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative
may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public
Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all
mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and,
if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney),
Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses
as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing,
printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Ordinary
Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l)
the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones,
each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative
may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s
legal counsel and other agents and representatives; (o) the fees and expenses of Representative Counsel; (p) the cost associated with
the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent
approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall
Street Journal and New York Times; and (r) the Underwriters’ actual accountable expenses for the Offering, including, without limitation
related to the “road show.” Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative
for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $100,000 in the aggregate for
fees and related expenses, including “roadshow”, diligence, and reasonable legal fees and disbursements of Representative
Counsel. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option
Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.
3.10.2. Non-accountable
Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.10.1, on the Closing Date, or
the Option Closing Date, if any, it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein,
a non-accountable expense allowance equal to half a percent (0.5%) of the gross proceeds received by the Company from the sale of the
Firm Shares and Option Shares.
3.11. Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application
thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.
3.12. Delivery
of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings
statement (which need not be certified by an independent registered public accounting firm unless required by the Securities Act or the
Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering
a period of at least twelve (12) consecutive months beginning after the date of this Agreement.
3.13. Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders has taken or shall take, directly or indirectly,
any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange
Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Public
Securities.
3.14. Internal
Controls. For a period of one (1) year after the date of this Agreement, the Company shall maintain a system of internal accounting
controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general
or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance
with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
3.15. Accountants.
As of the date of this Agreement, the Company has retained an independent registered public accounting firm, as required by the Securities
Act and the Securities Act Regulations and the Public Company Accounting Oversight Board, reasonably acceptable to the Representative,
and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least
three (3) years after the date of this Agreement. The Representative acknowledges that PKF Littlejohn LLP is acceptable to the Representative.
3.16. FINRA.
For a period of 90 days from the later of the Closing Date or the Option Closing Date, the Company shall advise the Representative
(who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any
beneficial owner of 10% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s unregistered
equity securities which were acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes
an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations
of FINRA).
3.17. No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual
in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,
or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions
contemplated by this Agreement.
3.18. Company
Lock-Up Agreement. The Company, on behalf of itself and any successor entity, agrees that without the prior written consent of the
Representative, it will not, for a period of one hundred and eighty (180) days after the date of this Agreement (the “Lock-Up
Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary
Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (ii) file
or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or
any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company other than a registration statement
on Form S-8; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or other credit
facility with a traditional bank or other lending institution, which involves no issuance of any shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, or (iv) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares
of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of Ordinary
Shares of the Company or such other securities, in cash or otherwise.
The restrictions contained in
this Section 3.18 shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by the Company of Ordinary
Shares upon the exercise of a stock option or warrant or the conversion of a security, in each case outstanding on the date hereof, provided
that such options, warrants, securities are disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus
and have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance of Ordinary Shares
as part of the purchase price in connection with acquisitions or strategic transactions provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement
in connection therewith within 180 days following the date of this Agreement, (iv) the issuance by the Company of any Ordinary Shares
or standard options to purchase Ordinary Shares to directors, officers or employees of the Company in their capacity as such pursuant
to an Approved Stock Plan (as defined below), (v) the issuance of Ordinary Shares, options or convertible securities to banks, equipment
lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property
leasing transaction approved by a majority of the disinterested directors of the Company but shall not include a transaction in which
the company is primarily issuing Ordinary Shares or Ordinary Share equivalents primarily for the purpose of raising capital or to a person
or an entity whose primary business is investing in securities; (vi) the issuance of ordinary shares, options or convertible securities
in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of
the Company but shall not include a transaction in which the company is issuing Ordinary Shares or Ordinary Share equivalents primarily
for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; and (vii) the issuance
of Ordinary Shares, options or convertible securities issued in connection with sponsored research, collaboration, technology license,
development, investor or public relations, marketing or other similar agreements or strategic partnerships approved by a majority of the
disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing Ordinary Shares or
Ordinary Share equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing
in securities. For purposes of this Section, “Approved Stock Plan” means any employee benefit plan which has been approved
by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options
to purchase Ordinary Shares may be issued to any employee, officer or director for services provided to the Company in their capacity
as such.
3.19. Release
of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in
the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provides the Company with
notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company
agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major
news service at least two (2) Business Days before the effective date of the release or waiver.
3.20. Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public
Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as
the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the
Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself
to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.21. Reporting
Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission
pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company
shall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463 under the Securities Act
Regulations.
3.22. Press
Releases. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release or other communication
directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business
affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with
the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative,
which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the
Representative, such press release or communication is required by law.
3.23. Sarbanes-Oxley.
For a period of one (1) year after the date of this Agreement, the Company shall at all times comply in all material respects with
all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.
3.24. IRS
Forms. If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing
Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate,
together with all required attachments to such form.
4. CONDITIONS OF UNDERWRITERS’
OBLIGATIONS.
The obligations of the Underwriters
to purchase and pay for the Public Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations
and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy
of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations
hereunder; and (iv) the following conditions:
4.1. Regulatory
Matters.
4.1.1. Commission
Actions; Required Filings. At each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of
the Registration Statement or any post-effective amendment thereto shall have been issued under the Securities Act, no order preventing
or suspending the use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes
shall have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied
with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430B Information shall have
been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without
reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective
by, the Commission in accordance with the requirements of Rule 430B under the Securities Act Regulations.
4.1.2. FINRA
Clearance. On or before the date of this Agreement, the Representative shall have received a shelf no objections letter from FINRA
relating to the Registration Statement.
4.1.3. Exchange
Clearance. On the Closing Date, the Ordinary Shares shall have been approved for listing on the Exchange, subject only to official
notice of issuance.
4.2. Company
Counsel Matters.
4.2.1. Closing
Date Opinion of Company Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinions and negative
assurance letter of Bevilacqua PLLC (“Company Counsel”), U.S. securities counsel to the Company, (ii) the favorable
opinions of Conyers Dill & Pearman, Cayman counsel to the Company and (iii) the favorable opinions of Watson Farley & Williams
(Thailand) Limited, each dated the Closing Date and addressed to the Representative, in form and substance satisfactory to the Representative.
4.2.2. Option
Closing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinions
and negative assurance letter of Company Counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative
and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made
by such counsel in its opinion delivered on the Closing Date.
4.2.3. Reliance.
The opinion of Bevilacqua PLLC and any opinion relied upon by Bevilacqua PLLC shall include a statement to the effect that it may be relied
upon by Representative Counsel in its opinion delivered to the Underwriters.
4.3. Comfort
Letters.
4.3.1. Comfort
Letters. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from PKF Littlejohn
LLP a comfort letter, dated as of the Closing Date or the Option Closing Date, as applicable, containing statements and information of
the type customarily included in accountants’ comfort letter with respect to the financial statements and certain financial information
audited by PKF Littlejohn LLP contained or incorporated or deemed incorporated by reference in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, addressed to the Representative and in form and substance satisfactory in all respects to the Representative
and to Representative Counsel, dated as of the Closing Date and the Option Closing Date, as applicable.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date
(if such date is other than the Closing Date), of its Chief Executive Officer, and its Chief Financial Officer stating that on behalf
of the Company and not in an individual capacity that (i) such officers have examined the Registration Statement, the Pricing Disclosure
Package, and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto after the Effective Date, as
of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include
any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option
Closing Date if such date is other than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective
date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, (ii) since
the Effective Date, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement,
the Pricing Disclosure Package or the Prospectus, (iii) to their knowledge after reasonable investigation, as of the Closing Date (or
any Option Closing Date if such date is other than the Closing Date), the representations and warranties of the Company in this Agreement
are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has
not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Pricing
Disclosure Package, a Material Adverse Change.
4.4.2. CEO’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the CEO of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively,
certifying on behalf of the Company and not in an individual capacity: (i) that the Charter is true and complete, has not been modified
and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full
force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its
counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate
shall be attached to such certificate.
4.4.3. CFO’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chief Financial Officer of the Company, dated the Closing Date or the Option Closing Date, as the case may
be, respectively, certifying on behalf of the Company and not in an individual capacity respect to the financial statements and certain
financial information contained or incorporated or deemed incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, addressed to the Representative and in form and substance satisfactory in all respects to the Representative
and to Representative Counsel.
4.5. No
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no Material
Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates
as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no action,
suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court
or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may reasonably
be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package and
the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated
or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments
or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities
Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities
Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement
thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6. No
Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing
Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of
a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration
Statement, the Pricing Disclosure Package, the Prospectus or any amendment or supplement thereto contains an untrue statement of fact
which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of Representative Counsel,
is material and is necessary in order to make the statements, in light of the circumstances under which they were made, not misleading.
4.7. Corporate
Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement,
the Public Securities, the Registration Statement, the Pricing Disclosure Package, and the Prospectus and all other legal matters relating
to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to Representative
Counsel, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.
4.8. Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of the
Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.
4.9. Additional
Documents. At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished with such
documents and opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the Underwriters,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein
contained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities as herein contemplated
shall be satisfactory in form and substance to the Representative and Representative Counsel.
5. INDEMNIFICATION.
5.1. Indemnification
of the Underwriters.
5.1.1. General.
The Company shall indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors, officers,
members, employees, representatives, partners, shareholders, affiliates, counsel and agents and each person, if any, who controls any
such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter
Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any and all loss, liability,
claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between
any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party,
or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common
law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in (i) the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus
(as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval
of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made
to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication
(in this Section 5, collectively called “application”) executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Public Securities under the securities laws thereof or filed with
the Commission, any state securities commission or agency, the Exchange or any other national securities exchange; or the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity
with, the Underwriters’ Information. With respect to any untrue statement or omission or alleged untrue statement or omission made
in the Pricing Disclosure Package, the indemnity agreement contained in this Section 5.1.1 shall not inure to the benefit of any
Underwriter Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Underwriter Indemnified Party (a)
is based on the Underwriters’ Information, (b) results from the fact that a copy of the Prospectus was not given or sent to the
person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Securities to
such person as required by the Securities Act and the Securities Act Regulations, and if the untrue statement or omission has been corrected
in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under
Section 3.3 hereof, or (c) is found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily
from the willful misconduct or gross negligence of such Underwriter Indemnified Party.
5.1.2. Procedure.
If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant
to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action
and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval
of such Underwriter Indemnified Party) and payment of actual expenses. Such Underwriter Indemnified Party shall have the right to employ
its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified
Party unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in
connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense of such
action, or (iii) the action includes both the Company and the indemnified party as defendants and such indemnified party or parties shall
have been advised by its counsel that there may be defenses available to it or them which are different from or additional to those available
to the Company which makes it impossible or inadvisable for the Company and such indemnified party to be represented in the action by
the same counsel (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified
party), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter
Indemnified Parties who are party to such action (in addition to local counsel) shall be borne by the Company. Notwithstanding anything
to the contrary contained herein, if any Underwriter Indemnified Party shall assume the defense of such action as provided above, the
Company shall have the right to approve the terms of any settlement of such action, which approval shall not be unreasonably withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its directors, its officers
who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company
to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions
in respect thereof) which arise out of or are based upon untrue statements or omissions made in the Registration Statement, any Preliminary
Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon,
and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company or any other
person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or
any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such
Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the
rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to notify the
Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection
with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package or
the Prospectus.
5.3. Contribution.
5.3.1. Contribution
Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold
harmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action
in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute
to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and each of
the Underwriters, on the other hand, from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in
such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed to
be in the same proportion as the total proceeds from the Offering purchased under this Agreement (before deducting expenses) received
by the Company bear to the total underwriting discount and commissions received by the Underwriters in connection with the Offering, in
each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters,
on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters,
on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished to the
Company through the Representative by or on behalf of any Underwriter for use in any Preliminary Prospectus, any Registration Statement
or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company and
the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were to be determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation or
proceeding referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against
or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense,
liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 5.3.1 no Underwriter shall be required
to contribute any amount in excess of the total discount and commission received by such Underwriter in connection with the Offering less
the amount of any damages which such Underwriter has otherwise paid or becomes liable to pay by reason of any untrue or alleged untrue
statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing
party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such
action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement
thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying party and any
other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account
of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing
party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any
right to contribution under the Securities Act, the Exchange Act or otherwise available. The Underwriters’ obligations to contribute
as provided in this Section 5.3 are several and in proportion to their respective underwriting obligation, and not joint.
6. DEFAULT BY AN UNDERWRITER.
6.1. Default
Not Exceeding 10% of Firm Securities or Option Securities. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Securities or the Option Securities, if the Over-allotment Option is exercised hereunder, and if the number of the
Firm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate 10% of the number of
Firm Securities or Option Securities that all Underwriters have agreed to purchase hereunder, then such Firm Securities or Option Securities
to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Securities or Option Securities. In the event that the default addressed in Section 6.1 relates to more
than 10% of the number of Firm Securities or Option Securities, the Representative may in its discretion arrange for itself or for another
party or parties to purchase such Firm Securities or Option Securities to which such default relates on the terms contained herein. If,
within one (1) Business Day after such default relating to more than 10% of the number of Firm Securities or Option Securities, the Representative
does not arrange for the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further period
of one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Securities
or Option Securities on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm
Securities or Option Securities to which a default relates as provided in this Section 6, this Agreement will automatically be
terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.10
and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default
occurs with respect to the Option Securities, this Agreement will not terminate as to the Firm Securities; and provided, further, that
nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages
occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Securities or Option Securities to which the default relates are to be purchased by the
non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall
have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package
or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration
Statement, the Pricing Disclosure Package or the Prospectus that in the opinion of Representative Counsel may thereby be made necessary.
The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with
like effect as if it had originally been a party to this Agreement with respect to such Firm Securities or Option Securities.
7. ADDITIONAL COVENANTS.
7.1. Prohibition
on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity, without the
Representative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business Day
following the fortieth (40th) day after the Closing Date, other than normal and customary releases issued in the ordinary course
of the Company’s business.
8. EFFECTIVE DATE OF THIS
AGREEMENT AND TERMINATION THEREOF.
8.1. Effective
Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts
of such signatures to the other party.
8.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or
international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future
materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock
Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum
ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having
jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a
banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has
been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material
loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss
shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Firm Securities
or Option Securities; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder;
or (viii) if the Representative shall have become aware after the date hereof of a Material Adverse Change, or an adverse material change
in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale
and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.3. Expenses.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section
6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or
any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable
out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative
Counsel) up to a maximum of $100,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for Representative
Counsel fees irrespective of whether the Offering is consummated or not, subject to a cap of $50,000 in the event that there is not a
Closing. Additionally, the Company provided an expense advance (the “Advance”) to the Representative of $10,000 upon
the filing of the Preliminary Prospectus. The Advance shall be applied towards out-of-pocket accountable expense. Additionally, one-half
percent (0.5%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.
Notwithstanding the foregoing, any Advance received
by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).
8.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall
not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
8.5. Representations,
Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of
officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of any Underwriter or its affiliates or selling agents, any person controlling any Underwriter, its officers or directors
or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
9. MISCELLANEOUS.
9.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), personally delivered or emailed and shall be deemed given when so delivered or emailed or
if mailed, two (2) days after such mailing.
If to the Representative:
EF Hutton,
division of Benchmark Investments, LLC
590 Madison Avenue,
39th Floor
New York, New York
10022
Attn: Joseph T. Rallo
Email: jrallo@efhuttongroup.com
with a copy (which shall not constitute
notice) to:
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
Attn: Louis Taubman, Esq.
Email: ltaubman@htflawyers.com
If to the Company:
Guardforce AI Co., Limited
10 Anson Road, #28-01 International Plaza,
Singapore 079903
Attn: Lei Wang
Email: olivia.wang@guardforceai.com
with a copy (which shall not constitute
notice) to:
Bevilacqua PLLC
1050 Connecticut Avenue, NW, Suite 500
Washington, DC 20036
Attn: Louis A. Bevilacqua, Esq.
Email: lou@bevilacquapllc.com
9.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
9.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company
and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives,
heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include
a purchaser, in its capacity as such, of securities from any of the Underwriters.
9.6. Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New
York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders
and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.7 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.
9.8. Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the
right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
[Signature Page Follows]
If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
| |
Very truly yours, |
| |
|
| |
GUARDFORCE AI CO., LIMITED |
| |
|
|
| |
By: |
/s/ Lei Wang |
| |
|
Name: |
Lei Wang |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
Confirmed as of the date first written above mentioned,
on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:
|
|
|
EF HUTTON,
division of Benchmark Investments, LLC
| By: |
/s/ Sam Fleischman |
|
| |
Name: |
Sam Fleischman |
|
| |
Title: |
Supervisory Principal |
|
[Signature Page to Underwriting Agreement]
SCHEDULE 1
| Underwriter | |
Total
Number of Firm Securities
to be Purchased | | |
Number of
Option
Securities to be
Purchased if
the Over-
Allotment
Option
is Fully
Exercised | |
| EF Hutton, division of Benchmark Investments, LLC | |
| 1,376,344 | | |
| 206,451 | |
| Spartan Capital Securities, LLC | |
| 344,086 | | |
| 51,613 | |
| TOTAL | |
| 1,720,430 | | |
| 258,064 | |
SCHEDULE 2-A
Pricing Information
Number of Firm Securities: 1,720,430
Number of Option Securities: 258,064
Public Offering Price per Firm Security: $4.65
Public Offering Price per Option Security: $4.65
Underwriting Discount per Firm Security: $0.3255
Underwriting Discount per Option Security: $0.3255
Proceeds to Company per Firm Security (before expenses): $4.3245
Proceeds to Company per Option Security (before expenses): $4.3245
SCHEDULE 3
List of Lock-Up Parties
1. Lei Wang, Chief Executive Officer and Chair of the Board
2. Yu-Heng Ma, Chief Financial Officer
3. Kee Yun Kwan, Chief Operation Officer
4. Lin Jia, President
5. John Fletcher, Independent Director
6. David Ian Viccars, Independent Director
7. Donald Duane Pangburn, Independent Director
8. Guardforce AI Technology Ltd, 10.54% shareholder
9. Rhythm Wings Limited, 9.42% shareholder
10. Target Sonic Limited, 7.70% shareholder
EXHIBIT A
May 2, 2023
EF Hutton,
division of Benchmark Investments, LLC
as Representative of the Underwriters
590 Madison Avenue, 39th Floor
New York, New York 10022
Ladies and Gentlemen:
The undersigned understands
that EF Hutton, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting
Agreement (the “Underwriting Agreement”) with Guardforce AI Co., Limited, a Cayman Islands company (the “Company”),
providing for the public offering (the “Public Offering”) of ordinary shares of the Company, par value $0.12 per share
(the “Ordinary Shares”).
To induce the Representative
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty (180)
days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up
Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly,
any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively,
the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to
the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or
to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and
subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative
in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public
Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period in connection with
subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide
gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement,
“family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of
Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation,
partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member
of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant
to the foregoing clauses (b), (c) or (d), (i) it shall be a condition to any such transfer that (i) the transferee/donee agrees to be
bound by the terms of this lock-up agreement (including, without limitation, the restrictions set forth in the preceding sentence) to
the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee) shall not be
required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities
Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer
or disposition prior to the expiration of the Lock-Up Period; and (iii) the undersigned notifies the Representative at least two (2) business
days prior to the proposed transfer or disposition.
In addition, the foregoing
restrictions shall not apply to (i) the exercise or vesting of stock options or other equity awards granted pursuant to the Company’s
equity incentive plans; provided that it shall apply to any of the undersigned’s Ordinary Shares issued upon such exercise, (ii)
the conversion or exercise of convertible debt or warrants; provided that it shall apply to any of the undersigned’s Ordinary Shares
issued upon such exercise, or (iii) the establishment of any new plan (a “Plan”) that satisfies all of the requirements
of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the undersigned’s Securities shall be made pursuant
to such new Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof), and
such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities
and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned,
the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company
or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof).
The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the undersigned’s securities subject to this this lock-up agreement except in compliance with this this lock-up agreement.
If the undersigned is an officer
or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Securities that
the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the
effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative
will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce
the impending release or waiver by press release through a major news service at least two (2) business days before the effective date
of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be
effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a)
the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed
in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain
in effect at the time of such transfer.
The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.
The undersigned understands
that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned
shall be released from all obligations under this lock-up agreement.
This lock-up agreement shall
be governed by, and construed in accordance with, the internal laws of the State of New York.
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EXHIBIT B
Form of Press Release
[_________]
[Date]
Guardforce AI Co., Limited (the “Company”)
announced today that EF Hutton, division of Benchmark Investments, LLC, acting as representative for the underwriters in the Company’s
recent public offering of _______ ordinary shares, is [waiving] [releasing] a lock-up restriction with respect to _______ ordinary
shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _______,
20___, and such ordinary shares may be sold on or after such date.
This press release is not an offer or sale
of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not
be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
B-1
