UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-42505
Huachen AI Parking Management Technology Holding
Co., Ltd
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
On February 4, 2025, Huachen AI Parking Management
Technology Holding Co., Ltd, a Cayman Islands exempted company (the “Company”), entered into an underwriting agreement with
Benjamin Securities, Inc., as representative of the underwriters named therein (the “Underwriters”), pursuant to which the
Company agreed to sell to the Underwriters in a firm commitment initial public offering (the “IPO”) an aggregate of 1,500,000
ordinary shares, par value $0.00000125 per share (the “Shares”), at offering price of $4.00 per share. The Company has also
granted the Underwriters a 45-day option to purchase up to an additional 225,000 Ordinary Shares to cover over-allotments, if any. The
underwriting agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
As compensation for the Underwriters in the IPO, the
Company issued to the Underwriters warrants (the “Underwriters’ Warrants”), a form of which is attached as Exhibit 4.1
hereto and is incorporated by reference herein, to purchase up to 75,000 Ordinary Shares with an exercise price of $5.00 per share, exercisable
at any time and from time to time, in whole or in part, during the four and a half-year period commencing six months from the commencement
of sales of the IPO.
The Company completed the IPO pursuant to its registration
statement on Form F-1 (File No. 333-281543), originally filed with the U.S. Securities and Exchange
Commission (the “SEC”) on August 14, 2024, as amended (the “Registration Statement”). The Registration Statement
was declared effective by the SEC on February 4, 2025. The Shares were previously approved for listing on The Nasdaq Capital Market and
commenced trading under the ticker symbol “HCAI” on February 5, 2025. On February 6, 2025, the Company closed its IPO.
In connection with the IPO,
the Company issued a press release on February 4, 2025 announcing the pricing of the IPO and a press release on February 6, 2025 announcing
the closing of the IPO. Copies of each press release are furnished herewith as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference
herein.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Huachen
AI Parking Management Technology Holding Co., Ltd |
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| Date: February 7, 2025 |
By: |
/s/ Bin
Lu |
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Name: |
Bin Lu |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
3
Exhibit 1.1
UNDERWRITING AGREEMENT
between
HUACHEN AI PARKING MANAGEMENT TECHNOLOGY HOLDING
CO., LTD
and
BENJAMIN SECURITIES, INC.
as Representative of the Several Underwriters
UNDERWRITING AGREEMENT
New York, New York
February 4, 2025
Benjamin Securities, Inc.
3 West Garden Street, Suite 407
Pensacola, FL 32502
As Representative of the several Underwriters named on Schedule 1
attached hereto
Ladies and Gentlemen:
The undersigned, Huachen AI Parking
Management Technology Holding Co., Ltd, an exempted company formed under the laws of the Cayman Islands (the “Company”),
hereby confirms its agreement (this “Agreement”) with Benjamin Securities, Inc. and (hereinafter referred to as the
“Representative” or “Benjamin Securities”), 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” and including D. Boral Capital LLC
(“D. Boral Capital”) as an Underwriter) as follows:
1. Purchase and Sale of Shares.
1.1 Firm Shares.
1.1.1. Nature and Purchase of Firm Shares.
(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 1,500,000 shares (the
“Firm Shares”) of the Company’s ordinary shares, par value $0.00000125 per share (the “Ordinary
Shares”).
(ii) The Underwriters, severally
and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule
1 attached hereto and made a part hereof at a purchase price of $3.7 per Firm Share (92.5% of the per Firm Share public offering price).
The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined
in Section 2.1.1 hereof).
1.1.2. Firm Shares Payment and Delivery.
(i) Delivery and payment for the
Firm Shares shall be made at 10:00 a.m., Eastern time, on the first (1st) Business Day
following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below)
(or the second (2nd) 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, the Company,
at the offices of Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 31st
Floor, New York, NY 10036 (“Underwriters’ Counsel” or “Representative’s 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 Shares is called the “Closing Date.”
(ii) Payment for the Firm Shares
shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company in the applicable
amounts upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares to be
sold by the Company (or through the facilities of the Depository Trust Company (“DTC”)), for the account of the Underwriters.
The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing
at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except
upon tender of payment by the Representative for all of the Firm Shares. The term “Business Day” means any day other
than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New
York, New York.
1.2 Over-allotment Option.
1.2.1. Option Shares.
For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants
to the Underwriters an option to purchase up to 225,000 additional Ordinary Shares, representing fifteen percent (15.0%) of the Firm Shares
sold in the offering (the “Option Shares”), from the Company (the “Over-allotment Option”). The
purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares
and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the
Public Securities is herein 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 Underwriters as to all (at any time) or any
part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters shall not be under any obligation
to purchase any Option Shares 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 Underwriters, which must be confirmed in writing by the Underwriters by overnight
mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for
delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be later than five (5) full
Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriters at the offices
of Underwriters’ Counsel or such other place (including remotely by facsimile or other electronic transmission) as shall be agreed
upon by the Company and the Underwriters. If such delivery and payment for the Option Shares 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 Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters
the number of Option Shares 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 Shares then being purchased as set forth on Schedule 1 opposite the name of such Underwriter
bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).
1.2.3. Option Shares Payment
and Delivery. Payment for the Option Shares 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 the Representative of certificates (in form and substance satisfactory to the Underwriters)
representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered
in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business
Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment
by the Representative for applicable Option Shares.
1.2.4. Underwriting Discount.
In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters, with respect to any Firm Shares
sold to investors in this Offering a seven and one half percent (7.5%) underwriting discount of the total gross proceeds of the Offering,
provided, however, that the Underwriters shall only be entitled to a four and a half percent (4.5%) discount for any offering proceeds
that are raised from investors referred by the Company.
1.2.5. Underwriters’ Warrant. The Company
hereby agrees to issue to the Underwriters (and/or their designees) on the Closing Date or the Option Closing Date, as applicable, a warrant
(the “Underwriters’ Warrant”) for the purchase of an aggregate of 75,000 Ordinary Shares (or 86,260 Ordinary
Shares if the Underwriters exercise the Over-allotment Option in full) pursuant to a warrant, substantially in the form attached hereto
as Exhibit A (the “Underwriters’ Warrant”). Each Underwriters’ Warrant shall be exercisable, in
whole or in part, during the four and a half-year period commencing on a date which is six (6) months from the date of commencement of
sales of the Offering at an initial exercise price of $5.00 per share, which is equal to one hundred and twenty-five percent (125.0%)
of the initial public offering price of the Firm Shares. The Underwriters’ Warrants and the Ordinary Shares issuable upon exercise
of the Underwriters’ Warrants are hereinafter referred to together as the “Representative’s Securities.”
The Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’
Warrants and the underlying Ordinary Shares during the one hundred and eighty (180) day period from the date of commencement of sales
of the Underwriters’ Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate
the Underwriters’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days from the
date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering,
or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee
agrees to the foregoing lock-up restrictions.
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 registration statement,
and an amendment or amendments thereto, on Form F-1 (File No. 333-281543), 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
and amendment or amendments have been 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
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, as amended, on file with the Commission at the
time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial
statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to
be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule
430A Information”)), is referred to herein as the “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 has been declared effective by the
Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that
omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is
herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated February 4, 2025
that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.”
The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.”
Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included
in the Registration Statement.
“Applicable Time”
means 5:30 p.m., Eastern Time, on the date of this Agreement.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the
Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the Company, (ii)
a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed
with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of
the Public Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed
with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free
Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)),
as evidenced by its being specified in Schedule 2-B hereto.
“Issuer Limited Use Free
Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Pricing Disclosure Package”
means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus 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 No. 001-42505) providing for the registration pursuant to Section
12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Ordinary Shares. The registration
of the 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 Company has received indication for approval or preliminary approval for listing of the Ordinary Shares on Nasdaq Stock Market LLC
or the New York Stock Exchange America (the “Exchange”), subject 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 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 Underwriters and the Company irrevocably agree that the Offering will not be consummated if
the Ordinary Shares are denied for listing on the Exchange.
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, complied 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 in all material respects with the requirements of the Securities Act and the Securities Act Regulations. 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, in the light of the circumstances under which they were made, not misleading.
(iii) The Pricing Disclosure Package,
as of the Applicable Time, at the Closing Date and 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 the light of the circumstances
under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto does not conflict in any material
respect with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus,
and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the
Applicable Time, did 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 the 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 Prospectus
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: (i) the table showing the number of securities to be purchased by each Underwriter, (ii) the third and fourth full paragraphs,
(iii) the second and third sentences of the first paragraph under the heading “Underwriting Discount and Expenses” and (iv)
the sub-sections titled “Electronic Offer, Sale, and Distribution of Ordinary Shares”, “Price Stabilization, Short Positions,
and Penalty Bids”, “Passive Market Making”, “Potential Conflicts of Interest”, “Other Relationships”,
“Stamp Taxes” (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 the 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.
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 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 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. 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 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 (as defined
in Section 2.5.1 below). To the best of 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 as defined
in Section 2.5.1 below.
2.4.3. Prior Securities Transactions.
No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling,
controlled by or under common control with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package
and the Preliminary Prospectus.
2.4.4. 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 to be disclosed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus which are not so disclosed.
2.4.5. 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, any Issuer Free Writing Prospectus, 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 (as defined below) 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 executive 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 share
capital.
2.6 Disclosures in Commission
Filings. None of the Company’s filings with, or other documents furnished to, the Commission contained any untrue statement
of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company has made all filings with the Commission required under the Exchange Act and the
rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).
2.7 Independent Accountants.
To the knowledge of the Company, Audit Alliance LLP. (the “Auditor”), whose report is filed with the Commission as
part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is 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 Auditor
has not, during the periods covered by the financial statements included 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.
2.8 Financial Statements, etc.
The financial statements, including the notes thereto and supporting schedules included 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 stated therein; and such financial statements have been prepared in conformity with U.S. generally accepted
accounting principles (“GAAP”), 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 GAAP); and the supporting schedules, if any, included 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 in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the
Securities Act Regulations. The as adjusted financial information and the related notes, if any, included 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 regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission),
if any, comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of 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 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 share capital, (c) there has not been any change in the share capital of the Company or any of its Subsidiaries, or, other than
in the ordinary course of business, any grants under any share compensation plan, and (d) there has not been any material adverse change
in the Company’s long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than
those listed in the Registration Statement.
2.9 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 authorized, but unissued 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.
2.10 Valid Issuance of Securities,
etc.
2.10.1. 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 rights of rescission or the ability
to force the Company 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 rights to purchase or exchange such
securities 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 share option, share bonus and other share plans or arrangements,
and the options 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.
2.10.2. 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 not and will not be subject to the 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.
2.11 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.
2.12 Validity and Binding Effect
of Agreements. The execution, delivery and performance of this Agreement has 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 its terms, except: (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.
2.13 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, in any material respect
any of the terms and provisions of, or constitute a material 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 and Articles of Association (as the same has been amended or restated
from time to time, 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.
2.14 No Defaults; Violations.
Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no material default exists in the
due performance and observance of any term, covenant or condition of any material 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 material
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 (i) in violation of any term or provision of its Charter, or (ii) 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.
2.15 Corporate Power; Licenses;
Consents.
2.15.1. 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 necessary 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 not reasonably be expected to have a Material Adverse Change.
2.15.2. 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 federal and state securities or blue-sky laws and the rules and regulations
of the Financial Industry Regulatory Authority (“FINRA”).
2.16 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 prior to the Offering (the “Insiders”) as supplemented by all
information concerning the Company’s directors and officers 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.
2.17 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, or
in connection with the Company’s listing application for the listing of the Public Securities on the Exchange, and is required to
be disclosed therein.
2.18 Good Standing. The
Company has been duly incorporated and is validly existing as an exempted company 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 as a foreign corporation 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 be so
qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse
Change.
2.19 Insurance. The Company
carries or is entitled to the benefits of insurance (including, without limitation, as to directors and officers insurance coverage),
with reputable insurers, in such amounts and covering such risks which the Company believes are adequate, and as are customary for companies
engaged in similar business, 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.
2.20 Transactions Affecting
Disclosure to FINRA.
2.20.1. 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.
2.20.2. Payments Within Twelve
(12) Months. Except as disclosed in writing to the Representative or 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.
2.20.3. 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.
2.20.4. FINRA Affiliation.
There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 10% or more of any class
of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered equity
securities who acquired any equity securities of the Company 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).
2.20.5. Information. All
information provided by the Company in its FINRA questionnaire to Representative’s Counsel specifically for use by Representative’s
Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all
material respects.
2.21 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.
2.22 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.
2.23 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.
2.24 Officers’ Certificate.
Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to Representative’s
Counsel on the Closing Date or the Option Closing Date shall be deemed a representation and warranty by the Company to the Underwriters
as to the matters covered thereby.
2.25 Lock-Up Agreements. Schedule
3 hereto contains a complete and accurate list of the Company’s officers, directors and each beneficial owner of 5% or more
of the Company’s outstanding ordinary shares (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
B (the “Lock-Up Agreement”), prior to the execution of this Agreement.
2.26 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 result in a Material Adverse Change 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.
2.27 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.
2.28 Board of Directors.
The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus
captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board
comply with the Exchange Act, 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, 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.
2.29 Sarbanes-Oxley Compliance.
2.29.1. Disclosure Controls.
The Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule
13a-15 or 15d-15 under the Exchange Act Regulations, and 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.
2.29.2. 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.
2.30 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 GAAP, 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 GAAP 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 control over financial reporting. The Company’s auditors 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 control 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 control over financial reporting.
2.31 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.
2.32 No Labor Disputes.
No 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 key employee or significant group of employees of the Company plans to terminate employment with the
Company.
2.33 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”) described in the Registration Statement, the Pricing Disclosure Package and
the Prospectus 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 2.33, 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 2.33, 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 referred to in this
Section 2.33, 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 knowingly 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.
2.34 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, 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 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.
2.35 No Covered Foreign Person.
The Company is not and shall not become a “covered foreign person” within the meaning of Executive Order 14105 of August 9,
2023, including all implementing regulations thereof, codified at 31 C.F.R. Part 850.
2.36 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 material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation
of any term of any such Authorizations,; (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).
2.37 Emerging Growth Company.
From the time of the initial submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company
engaged directly in or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof,
the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging
Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential
investors undertaken in reliance on Section 5(d) of the Securities Act. The Company has not (i) alone engaged in any Testing-the-Waters
Communications, other than Testing-the-Waters Communications with the written consent of the Representative and with entities that are
qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors
within the meaning of Rule 501 under the Securities Act and (ii) authorized anyone other than the Representative to engage in Testing-the-Waters
Communications. The Company confirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters
Communications.
2.38 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.
2.39 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 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.
2.40 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.
2.41 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.
2.42 Ineligible Issuer.
At the time of filing the Registration Statement and any post-effective amendment thereto, at the Effective Date and at the time of any
amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the
meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at the Effective Date, the Company was not and
is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant
to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.43 No Covered Activities.
The Company does not currently engage in, has no current intention of engaging in, and shall not engage in the design, fabrication, development,
testing, production, manufacture, installation, sale or packaging of one or more “covered national security technologies and products”
(including, but not limited to, semiconductors and microelectronics, quantum information technologies, or artificial intelligence systems)
within the meaning of Executive Order 14105 of August 9, 2023, including all implementing regulations thereof, codified at 31 C.F.R. Part
850.
2.44 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.
2.45 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.
2.46 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 Ordinary Shares to be considered
a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.47 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 (in each case, 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.
2.48 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.
2.49 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.
2.50 Confidentiality and Non-Competitions.
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.
2.51 Corporate Records.
The minute books of the Company have been made available to the Representative and Representative’s 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.
2.52 Diligence Materials.
The Company has provided to the Representative and Representative’s Counsel all materials required or necessary to respond in all
material respects to the diligence request submitted to the Company or Company Counsel by the Representative.
2.53 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.
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, prior to filing, any amendment or supplement to the Registration Statement
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 430A 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 shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of its receipt of any comments
from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information; (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 and (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 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 commercially reasonable 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’s 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’s
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 two (2) Business Days 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’s Counsel shall reasonably object.
3.2.3. Exchange Act Registration.
For a period of three (3) years after the date of this Agreement, (i) the Company shall use commercially reasonable efforts to maintain
the registration of the Ordinary Shares under the Exchange Act, and (ii) the Company shall not deregister any of the Ordinary Shares under
the Exchange Act without the prior written consent of the Representative.
3.2.4. Free Writing Prospectuses.
The Company agrees that, unless it obtains the prior written consent of the Representative, it shall not make any offer relating to the
Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,”
or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that
the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus set forth in Schedule 2-B.
The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented
to, by the Representative as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will
comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required,
legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event
or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in
the Registration Statement or 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 will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing
Prospectus to eliminate or correct such conflict, untrue statement or omission.
3.2.5 Testing-the-Waters Communications.
If at any time following the distribution of any Testing-the-Waters 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’s Counsel, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto
(including exhibits filed therewith) 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 commercially reasonable efforts to cause the Registration Statement
to remain effective with a current prospectus until the completion or termination, as the case may be, of the Offering, 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 the 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 financial statements for the first six months of each
fiscal year (or other periods required under the Commission’s or the Exchange’s rules immediately preceding the announcement
of any such six months (or other periods required) financial information, provided that such a provision shall not prevent a sale, merger
or similar transaction involving the Company.
3.7 Listing. The Company
shall use its commercially reasonable efforts to maintain the listing of the Ordinary Shares (including the Firm Shares and the Option
Shares) on the Exchange for at least two (2) years from the Closing.
3.8 Reserved.
3.9 Reports to the Representative.
3.9.1. Periodic Reports, etc.
For a period of three (3) 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.
3.9.2. Transfer Agent; Transfer
Sheets. For a period of three (3) 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. TranShare Corporation is acceptable to the Representative
to act as Transfer Agent for the Ordinary Shares.
3.9.3 Reserved.
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 expenses relating to the registration of the Ordinary Shares
to be sold in the Offering (including the Option Shares) with the Commission; (b) 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; (c) all fees,
expenses and disbursements relating the registration, qualification or exemption of the Public Securities under the securities laws of
such states or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration
fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Underwriters’
counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable;
(d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities
laws of such foreign jurisdictions as the Underwriters may reasonably designate; (e) the costs of all mailing and printing of documents
in connection with the Offering; (f) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to
the Representative; (g) the fees and expenses of the Company’s accountants; (h) all filing fees and communication expenses associated
with the review of the Offering by FINRA; (i) up to $30,000 of the Representative’s actual accountable road show and due diligence
expenses for the Offering; (j) the $29,500 cost associated with the Representative’s use of Ipero’s book building, prospectus
tracking and compliance software for the offering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative
mementos and Lucite tombstones in an aggregate amount not to exceed $5,000; (l) the fees for the Underwriters’ U.S. legal counsel
and PRC legal counsel, in an amount not to exceed $230,000, and (l) all fees, expenses, and disbursements relating to background checks
of the Company’s directors and officers in an amount not to exceed $10,000 in the aggregate. For the sake of clarity, it is understood
and agreed that the Company shall be responsible for the Underwriters’ external legal counsel costs detailed in this section irrespective
of whether the Offering is consummated or not, subject to a maximum of $75,000 in the event that there is not a Closing. Additionally,
the Company has provided an expense advance to the Underwriters of $75,000 (the “Advance”). The Advance shall be applied
towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the
extent not actually incurred. 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. Additionally, one
percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.
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 Reserved.
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 GAAP 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 the Auditor is acceptable to the Representative.
3.16 FINRA. For a period
of 60 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 Agreements.
3.18.1. Restriction on Sales
of Capital Stock. 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 180 days after the Closing Date (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 shares of the Company or any securities convertible
into or exercisable or exchangeable for shares of the Company; provided, however, that this clause (i) shall not apply to the issuance
of any shares, options or warrants in connection with any acquisition of a business that the Company currently has agreed to purchase
or with which the Company is currently in discussions to purchase; (ii) file or cause to be filed any registration statement with the
Commission relating to the offering of any shares of the Company or any securities convertible into or exercisable or exchangeable for
shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or senior
credit facility with a traditional bank or other lending institution, 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 shares of the Company, whether any such transaction
described in clause (i), (ii), (iii), or (iv) above is to be settled by delivery of shares of the Company or such other securities, in
cash or otherwise.
The restrictions contained in
this Section 3.18.1 shall not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares
upon the exercise of an outstanding share option or warrant or the conversion of a security outstanding on the date hereof, disclosed
in the Registration Statement, the Pricing Disclosure Package or the Prospectus, including but not limited to the Underwriters’
Warrants, (iii) the issuance by the Company of any security under any equity compensation or incentive plan of the Company or (iv) any
issuance of securities disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus.
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 2.25 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 C 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 commercially reasonable 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 Emerging Growth Company
Status. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior
to the later of (i) completion of the distribution of the Public Securities within the meaning of the Securities Act and (ii) fifteen
(15) days following the completion of the Lock-Up Period.
3.23 Press Releases. Prior
to the first (1st) Business Day following the fortieth (40th)
day after the 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, such press release or communication is required by law or requirement
of the Exchange.
3.24 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.
3.25 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.
3.26 Reserved.
3.27 Reserved.
3.28 D&O Insurance.
The Company shall have precured D&O insurance in a manner consistent with the Company’s business and industry standards.
3.29 Financial Printer.
The Company shall have retained a financial printer acceptable to the Underwriters to handle the printing and related aspects of the
Offering.
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. Effectiveness of Registration
Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:30 p.m., Eastern time, on the date
of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, 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 430A 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 430A under
the Securities Act Regulations.
4.1.2. FINRA Clearance.
On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. Exchange Clearance.
On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance,
which condition cannot be waived by the Underwriters. On the first Option Closing Date (if any), the Option 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 Counsel. On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain
“10b-5” negative assurances of Ortoli Rosenstadt LLP (“Company Counsel”), counsel to the Company, dated
the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative.
4.2.2. Option Closing Date
Opinion of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinion of 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. Legal Counsel Opinions.
The Underwriters shall have received favorable legal opinions and written statements providing certain “10b-5” negative assurances,
in form and substance reasonably satisfactory to the Representative and Representative’s Counsel of (i) Mourant Ozannes (Cayman)
LLP, Cayman Islands counsel to the Company dated as of the Closing Date and addressed to the Representative, (ii) Ganus Law Firm, PRC
legal counsel to the Company, dated as of the Closing Date. Additionally, Ortoli Rosenstadt LLP may rely upon Mourant Ozannes (Cayman)
LLP with respect to matters governed by Cayman Islands law and Ganus Law Firm with respect to matters governed by PRC law. Sichenzia Ross
Ference Carmel LLP may rely upon Ganus Law Firm with respect to matters governed by PRC law and Mourant Ozannes (Cayman) LLP with respect
to matters governed by Cayman Islands law.
4.3 Comfort Letters.
4.3.1. Cold Comfort Letter.
At the time this Agreement is executed the Representative shall have received a cold comfort letter from the Auditor containing statements
and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain
financial information contained 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’s Counsel from the Auditor, dated
as of the date of this Agreement.
4.3.2. Bring-down Comfort
Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor a
letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements
made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more than three
(3) Business Days prior to the Closing Date or 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 or President, and its Chief Financial Officer stating on behalf of the
Company and not in an individual capacity that (i) such officers have examined the Registration Statement, the Pricing Disclosure Package,
any Issuer Free Writing Prospectus 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, in light of the circumstances under which they were made, 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), any Issuer Free Writing Prospectus as of its date 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 after the Effective Date, 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 the light of the circumstances under which they were made, not misleading, (ii) since the
effective date of the Registration Statement, 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 the best of 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 in the Pricing
Disclosure Package, a Material Adverse Change.
4.4.2. Secretary’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 Secretary or another authorized 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: (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; and (iii) as to the incumbency of the officers of the Company. The documents
referred to in such certificate shall be attached to such certificate.
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 the 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’s 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, in the light of the circumstances under which they were
made, not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus
or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative’s Counsel, is
material or omits to state any fact which, in the opinion of Representative’s Counsel, is material and is necessary in order to
make the statements, in the 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, each Issuer Free Writing Prospectus, if any, and the Prospectus
and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory
in all material respects to Representative’s 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 Delivery of Agreements.
4.8.1. 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’s Counsel shall have been furnished with such documents
and opinions as they may require for the purpose of enabling Representative’s 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’s Counsel.
5. Indemnification.
5.1 Indemnification of the
Underwriters.
5.1.1. General. The Company
shall indemnify and hold harmless each Underwriter, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended),
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”), from and against any and all loss, fines, fees, penalties (including any issued by the China Securities Regulatory
Commission (CSRC)), claims, damages, and liabilities (or actions, including shareholder actions, in respect thereof), joint or several,
to which any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or under the
laws of the PRC, or otherwise, to which such Indemnified Party may become subject arising out of or based upon any untrue statement or
alleged untrue statement of a material fact or any statements/presentations of data derived from erroneous financial accounting methodologies
contained in (i) the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus or any Issuer
Free Writing Prospectus (as from time to time each may be amended and supplemented) 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; (ii) any materials or information provided to investors by, or with the approval of, the Company or 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 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; (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; or (iv) in whole or in part any inaccuracy in any material
respect in the representations and warranties of the Company contained herein, 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 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. Neither the Company
nor will be liable to any Underwriter Indemnified Party under the foregoing indemnification and reimbursement provisions: (i) for any
settlement by an Underwriter Indemnified Party effected without the prior written consent of the Company, applicable, which shall not
be unreasonably withheld ; or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted primarily from the Underwriter Indemnified Party’s willful misconduct or gross
negligence. The Company also agrees that no Underwriter Indemnified Party shall have any liability (whether direct or indirect, in contract
or tort or otherwise) to the Company or its security holders or creditors related to or arising out of the engagement of the Underwriters
pursuant to, or the performance by the Underwriters of the services contemplated by, this Agreement except to the extent that any loss,
claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily
from such Underwriter Indemnified Party’s willful misconduct or gross negligence.
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 or pursuant
to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company, as applicable, 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. Any failure or delay by an Underwriter Indemnified Party
to give the notice referred to herein shall not affect such Underwriter Indemnified Party’s right to be indemnified hereunder, except
to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such
action, suit or proceeding on behalf of such Indemnified Party. If any such action is brought against any Underwriter Indemnified Party
and such Underwriter Indemnified Party notifies the Company, of the commencement thereof, the Company may elect to assume the defense
thereof, with counsel reasonably satisfactory to the Underwriter Indemnified Party, and 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 reasonably satisfactory
to the Underwriter Indemnified Party to have charge of the defense of such action within a reasonable time after receiving notice of the
action, suit, or proceeding, or (iii) such indemnified party or parties shall have reasonably concluded (based upon advice of counsel
to such indemnified party) that there may be legal defenses available to it or them which are different from or additional to those available
to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to such indemnified party)
between such indemnified party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense
of the indemnified party (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified
party or parties), 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, the Prospectus or
any Issuer Free Writing 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 Sections 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, from the Offering,
or (ii) if, but only 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
value from the Offering purchased under this Agreement (before deducting expenses) received by the Company, and 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. 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, or action 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, 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. 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 Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm
Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares
with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all
Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares 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 Shares or Option Shares. In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or
Option Shares, the Representative may in its discretion arrange for itself or for another party or parties to purchase such Firm Shares
or Option Shares 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 Firm Shares or Option Shares, the Representative does not arrange for the purchase of such Firm Shares or Option
Shares, 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 Shares or Option Shares on such terms. In the event that neither the Representative
nor the Company arrange for the purchase of the Firm Shares or Option Shares 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 Shares, this Agreement will not terminate as to the Firm Shares; 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. For the avoidance of doubt, nothing contained in this Section 6.2 shall excuse a default
by the Representative (in its capacity as an Underwriter) in its obligations to purchase the Firm Shares or the Option Shares, if the
Over-allotment Option is exercised hereunder.
6.3 Postponement of Closing
Date. In the event that the Firm Shares or Option Shares 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’s 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 Shares or Option Shares.
7. Additional Covenants.
7.1 Reserved.
7.2 Reserved.
7.3 Right of First Refusal.
Provided that the Firm Shares are sold in accordance with the terms of this Agreement, D. Boral Capital shall have an irrevocable
right of first refusal (the “Right of First Refusal”), for a period of eighteen (18) months after the Closing Date,
to act as sole investment banker, book-runner and/or sole placement agent, at D. Boral Capital’s sole discretion, for each and every
future public and private equity and debt offering for capital raising purposes, including all equity linked financings and excluding
Exempt Financings, as defined below (each of such financings, a “Subject Transaction”), during such eighteen (18) month
period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary for such Subject Transactions.
For the avoidance of any doubt, 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 during the eighteen (18) month period referred to above without the
express written consent of the Representative. The Company shall notify D. Boral Capital of its intention to pursue a Subject Transaction,
including the material terms thereof, by providing written notice thereof by electronic mail or overnight courier service addressed to
D. Boral Capital. If D. Boral Capital declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with
respect to any Subject Transaction within five (5) Business Days after the mailing of such written notice, then the Representative shall
have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion,
not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by D. Boral Capital
shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the eighteen
(18) month period agreed to in this Section 7.3 Right of First Refusal. The terms and conditions of any such engagements shall be set
forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by D. Boral Capital,
market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of
D. Boral Capital’s internal committee and any other conditions that D. Boral Capital may deem appropriate for transactions of such
nature. The Right of First Refusal shall be subject to FINRA Rule 5110(g)(5)(B), and the Company shall have a right of termination for
cause, which includes that the Company may terminate the Underwriters’ engagement upon the Underwriters’ material failure
to provide the underwriting services required by this Agreement. The Company’s exercise of the right of termination for cause will
eliminate any obligations with respect to eliminates any obligation with respect to the Right of First Refusal set forth above.
7.4 Tail Fee. The Underwriters
shall be entitled to a cash fee equal to seven point five percent (7.5%) of the gross proceeds received by the Company from the sale of
any equity, debt and/or equity derivative instruments to any investor actually introduced by the Underwriters to the Company during the
period (the “Engagement Period”) commencing November 27, 2024, and ending on the earlier of (i) May 27, 2026 or (ii) the final
closing in connection with this Offering (each a “Tail Financing”), and such Tail Financing is consummated at any time
during the Engagement Period or within the twelve (12) months immediately following the Closing Date (the “Tail Period”),
provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge
of such party’s participation. The right to receive a fee in connection with this Section 7.4 shall be subject to FINRA Rule 5110(g)(5)(B),
and the Company shall have a right of termination for cause, which includes that the Company may terminate the Underwriters’ engagement
upon the Underwriters’ material failure to provide the underwriting services required by this Agreement. The Company’s exercise
of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee or provision of
any tail financing fee, including the tail financing set forth above.
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 reasonable opinion will in the immediate future materially
disrupt, general securities markets in the United States; or (ii) if trading on the Exchange 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 Shares or Option Shares; 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 reasonable
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; (or)(ix) if regulatory approval (including but not limited to the approval
of the Exchange) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative
to proceed with the Offering, sale and/or delivery of the Public Securities or to enforce contracts 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 8.2 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 reasonable fees and disbursements of Representative’s
Counsel), subject to a maximum of $75,000, and upon demand the Company shall pay the amount thereof to the Representative on behalf of
the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions
of this Agreement. 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 Survival of 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 sent by electronic mail transmission, return receipt requested and shall be deemed given
(i) if mailed, two (2) days after such mailing, (ii), if personally delivered, when so delivered, or (iii) if sent by electronic mail
transmission, upon the sending party’s receipt of a confirmation email (including read receipt or other automatic delivery confirmation)
from the receiving party.
If to the Underwriters:
Benjamin Securities, Inc.
3 West Garden Street, Suite 407
Pensacola, FL 32502
Attn: William T. Baker
Email:
D. Boral Capital LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
Attn: Stephanie Hu
Email:
with a copy (which shall not constitute notice) to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st
Floor
New York, NY 10036
Attn: Shane Wu, Esq.
Ross David Carmel, Esq.
Email:
If to the Company
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205Attn: Bin Lu
Attn: Bin Lu
Email:
with a copy (which shall not constitute notice) to:
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Attn: William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yuning “Grace” Bai, Esq.
Email:
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 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 submit 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, |
|
| |
|
| HUACHEN AI PARKING MANAGEMENT TECHNOLOGY HOLDING CO., LTD |
|
| |
|
|
| By: |
/s/ Bin Lu |
|
| Name: |
Bin Lu |
|
| Title: |
Chief Executive Officer and Chairman |
|
| 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: |
| |
| Benjamin Securities, Inc. |
|
| |
|
| By: |
/s/ William T. Baker |
|
| Name: |
William T. Baker |
|
| Title: |
Chief Executive Officer |
|
[Signature Page]
SCHEDULE 1
| Underwriters | |
Total Number
of
Firm Shares
to be Purchased | | |
Number of
Option Shares
to be Purchased
if the Over-
Allotment
Option is Fully
Exercised | |
| Benjamin Securities, Inc. | |
| 747,500 | | |
| 859,625 | |
| D. Boral Capital LLC | |
| 747,500 | | |
| 859,625 | |
| R. F. Lafferty & Co., Inc | |
| 5,000 | | |
| 5,750 | |
| TOTAL | |
| 1,500,000 | | |
| 1,725,000 | |
SCHEDULE 2-A
Pricing Information
Number of Firm Shares: 1,500,000
Number of Option Shares: 225,000
Public Offering Price per Firm Share: $3.7
Public Offering Price per Option Share: $3.7
Underwriting Discount per Firm Share: $0.3
Underwriting Discount per Option Share: $0.3
Proceeds to Company per Firm Share (before expenses): $6,000,000
Proceeds to Company per Option Share (before expenses): N/A
SCHEDULE 2-B
Issuer General Use Free Writing Prospectuses
N/A
SCHEDULE 3
List of Lock-Up Parties
Executive Officers and Directors
Bin Lu
Lei Shen
Dennis Tao Chen
Jing Wang
Chao Xu
5% or Greater Shareholders
Huahao (BVI) Limited
Huayue (BVI) Holding Limited
Huaxuan (BVI) Limited
Huamao (BVI) Limited
Huajing (BVI) Limited
EXHIBIT A
Form of Underwriters’ Warrant
Form of Underwriters’ Warrant
HUACHEN AI PARKING MANAGEMENT TECHNOLOGY HOLDING
CO., LTD
|
Warrant Shares: [ ] |
|
Initial Exercise Date: [ ]1 |
This Ordinary Shares Purchase Warrant (the “Warrant”)
certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to
the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after [ ]1,
2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), on or prior to 5:00 p.m. (New York City
time) on the date that is four and one-half (4.5) years following the Initial Exercise Date (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Huachen AI Parking Management Technology Holding Co., Ltd, an exempted company
formed under the laws of the Cayman Islands (the “Company”), up to ______ of the Company’s ordinary shares, par
value $0.00000125 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”).
Section 1. Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in that certain Underwriting Agreement between the Company
and the Representative dated [ ], 2025.
Section 2. Exercise.
(a) Exercise of Warrant.
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day (as defined below) and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined in Section 2(d)(i) [Delivery of Warrant Shares Upon Exercise] herein) following the date of exercise
as aforesaid, the Holder shall deliver the aggregate Exercise Price for the number of Warrant Shares specified in the applicable Notice
of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section
2(c) [Cashless Exercise] below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, at which time, the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise
is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
purchasable hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder by the number of
Warrant Shares equal to the applicable number of Warrant Shares purchased in connection with such partial exercise. The Holder
and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such Notice of Exercise. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this Section 2(a) [Exercise of Warrant],
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be less than the amount stated on the face hereof.
(b) Exercise Price.
The exercise price per share of Ordinary Shares under this Warrant shall be US$[ ]2, subject to adjustment
hereunder (the “Exercise Price”).
| 1 | 180 days from commencement of sales |
| 2 | 125% of public offering price |
(c) Cashless Exercise.
Notwithstanding anything to the contrary set forth herein, if at the time of exercise hereof there is no effective registration statement
registering, or the prospectus contained therein is not available for, the issuance of, the Warrant Shares to the Holder or the resale
of the Warrant Shares by the Holder, then this Warrant may be exercised, in whole or in part, by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:
(A) = as applicable: (i) the
VWAP (as defined below) on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise
is (1) both executed and delivered pursuant to Section 2(a) [Exercise of Warrant] hereof on a day that is not a Trading
Day or (2) both executed and delivered pursuant to Section 2(a) [Exercise of Warrant] hereof on a Trading Day prior to
the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities
laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of
the applicable Notice of Exercise or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg
L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise
is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until
two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) [Exercise of Warrant] hereof
or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice
of Exercise is both executed and delivered pursuant to Section 2(a) [Exercise of Warrant] hereof after the close of “regular
trading hours” on such Trading Day;
(B) = the Exercise Price of this
Warrant, as adjusted hereunder; and
(X) = the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a
cash exercise rather than a cashless exercise.
If Warrant Shares are issued in a cashless exercise,
the parties hereto acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take
on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section
2(c) [Cashless Exercise].
As to any fraction of a share which the Holder would
otherwise be entitled to upon exercise pursuant to this Section 2(c) [Cashless Exercise], the Company shall round down to the
next whole share. For the avoidance of doubt, under no circumstances may a Notice of Exercise be delivered until after the Initial Exercise
Date of this Warrant. For the purposes of this Section 2(c) [Cashless Exercise], “Issuance Date” means [_____________]
[__], 2025.
“Bid Price” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares is then listed or quoted on a Trading
Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading Market on which the
Ordinary Shares is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00
p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the VWAP of the Ordinary Shares for such date (or the nearest
preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares is not then listed or quoted for trading on OTCQB or OTCQX
and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of Ordinary Shares so reported, or (d) in all other cases, the fair
market value of one Ordinary Share as determined by an independent appraiser selected in good faith by the Purchasers of a majority in
interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by
the Company.
“Trading Day” means any day on which
the Trading Market is open for trading, including any day on which the Trading Market is open for trading for a period of time less than
the customary time.
“VWAP” means, for any date, the price
determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market,
the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on
which the Ordinary Shares is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time)
to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Ordinary Shares
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares is not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary Share so reported, or (d) in all other
cases, the fair market value of one Ordinary Share as determined by an independent appraiser selected in good faith by the Purchasers
of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which
shall be paid by the Company.
(d) Mechanics of Exercise.
i. Delivery of
Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent (as defined below) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The
Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a
participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares
to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of the Warrant Shares, registered in the Company’s share register in the name of the Holder or its designee, for the number
of Warrant Shares set forth in the Notice of Exercise to the address specified by the Holder in such Notice of Exercise by the date
that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading
Day after delivery of the aggregate Exercise Price to the Company, and (iii) the number of Trading Days comprising the Standard
Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery
of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is
received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent (the “Transfer
Agent”) that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used
herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,
on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of
Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York
City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Underwriting
Agreement, the Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New
York City time) on the Initial Exercise Date, and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes
hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such
Warrant Share Delivery Date.
ii. Delivery of New Warrants
Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender
of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.
iii. Rescission Rights.
If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) [Delivery
of Warrant Shares Upon Exercise] by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Reserved.
v. No Fractional Shares
or Scrip. No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant.
As to any fraction of a Warrant Share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election and in lieu of the issuance of such fractional Warrant Share, either (i) pay cash in an amount equal to such fraction
multiplied by the Exercise Price or (ii) round up to the next whole Warrant Share.
vi. Charges, Taxes and
Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise shall be accompanied
by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered to the Company
and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing of Books.
The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.
(e) Holder’s Exercise
Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise all or any
portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance upon exercise as
set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s Affiliates, (ii) any other Persons acting as
a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Ordinary
Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, “Attribution Parties”),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary
Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
the Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned
by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e) [Holder’s Exercise Limitations], beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) [Holder’s
Exercise Limitations] applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole
discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and
of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have
no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For
purposes of this Section 2(e) [Holder’s Exercise Limitations], in determining the number of outstanding Ordinary Shares, a Holder
may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company
shall within one Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary
Shares was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the
Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section
2(e) [Holder’s Exercise Limitations], provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number
of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by
the Holder and the provisions of this Section 2(e) [Holder’s Exercise Limitations] shall continue to apply. Any increase
in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
2(e) [Holder’s Exercise Limitations] to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section 3. Certain Adjustments.
(a) Share Dividends and
Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution
or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance
of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary
Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares into a smaller
number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event,
and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price
of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) [Share Dividends and Splits] shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) Subsequent Rights
Offerings. In addition to any adjustments pursuant to Section 3(a) [Share Dividends and Splits] above, if at any time
the Company grants, issues or sells any Ordinary Shares Equivalents or rights to purchase Ordinary Shares, warrants, securities or other
property pro rata to the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
(c) Pro Rata Distributions.
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other than cash dividends) or other
distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including,
without limitation, any distribution of shares or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however,
that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
(d) Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger, amalgamation, arrangement or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Ordinary Shares or 50% or more of the voting power of the Ordinary Shares of the Company, (iv) the Company, directly or indirectly, in
one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory
share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger, amalgamation or arrangement)
with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or
50% or more of the voting power of the Ordinary Shares of the Company (not including any Ordinary Shares held by the other Person or other
Persons making or party to, or associated or affiliated with the other Persons making or party to, such share purchase agreement or other
business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) [Holder’s Exercise
Limitations] on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation or of the
Company, if it is the surviving corporation or is otherwise the continuing corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which
this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) [Holder’s
Exercise Limitations] on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Ordinary Shares in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders
of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section
3(e) [Certain Adjustments] pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved
by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or
its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental
Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company
and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally
with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall
assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor
Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall
be entitled to the benefits of the provisions of this Section 3(e) [Certain Adjustments] regardless of (i) whether the
Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs
prior to the Initial Exercise Date.
(f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share of Ordinary Shares, as the case
may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be
the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
(g) Notice to Holder.
i. Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to
the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice to Allow Exercise
by Holder. If (A) the Company declares a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company
declares a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company authorizes the granting to all
holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of any class or of any rights, (D) the approval
of any shareholders of the Company is required in connection with a Fundamental Transaction, or (E) the Company authorizes the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be
delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, amalgamation,
arrangement, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share exchange; provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required
to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public
information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K or a Report of Foreign Private Issuer on Form 6-K. The Holder shall remain entitled to exercise this Warrant
during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein.
(h) Voluntary Adjustment
By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time while this Warrant is outstanding,
reduce the then-current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company
in its sole discretion.
Section 4. Transfer of Warrant.
(a) Transferability.
Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result
in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness
or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security:
i. by operation
of law or by reason of reorganization of the Company;
ii. to any FINRA
member firm participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the
lock-up restriction in this Section 4(a) [Transferability] for the remainder of the time period;
iii. if the aggregate
amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being offered;
iv. that is beneficially
owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs
investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or
v. the exercise
or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a) [Transferability] for
the remainder of the time period.
Subject to the foregoing
restriction, any applicable securities laws and the conditions set forth in Section [4(d) [Transfer of Warrant]], this Warrant
and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially
in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this
Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning
this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.
(b) New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 4(a) [Transferability], as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of
this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c) Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.
Section 5. Registration Rights
(a) Demand
Registration.
| (i) | Grant of Right. If at any time on or after the Initial
Exercise Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the
issuance of the Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration
under the Securities Act (including under Rule 144 in connection with a cashless exercise and without any volume or other limitations),
the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying
Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying
the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement
with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use commercially
reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the
Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration
statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5(b) [“Piggy-Back”] hereof
and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration
statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement
has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time
beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice
of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities
within ten (10) days after the date of the receipt of any such Demand Notice. |
| (ii) | Terms. The Company shall bear all fees and expenses attendant
to the registration of the Registrable Securities pursuant to Section 5(a)(ii) [Terms], but the Holders shall pay any and all
underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale
of the Registrable Securities. The Company agrees to use commercially reasonable efforts to cause the filing required herein to become
effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s);
provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration
would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process
in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares of the Company. The Company shall
cause any registration statement filed pursuant to the demand right granted under Section 5(a)(ii) [Terms] to remain effective
for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such
registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided
by the Company to sell the Warrant Shares covered by such registration statement, and will immediately cease to use any prospectus furnished
by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.
Notwithstanding the provisions of this Section 5(a)(ii) [Terms], the Holder shall be entitled to a demand registration under
this Section
5(a) [Demand Registration] on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary
of the date of the Underwriting Agreement (as defined below) in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). |
(b) “Piggy-Back”
Registration.
| (i) | Grant of Right. In addition to the demand right of registration
described in Section 5(a) [Demand Registration] hereof, if at any time on or after the Initial Exercise Date, there is
no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant
Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities
Act (including under Rule 144 in connection with a cashless exercise and without any volume or other limitations), the Holder shall have
the right, for a period of two (2) year period following the Initial Exercise Date, to include the Registrable Securities as part of
any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated
under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary
underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion,
impose a limitation on the number of Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment,
marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated
to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested
inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among
the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by
such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded
all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are
not entitled to pro rata inclusion with the Registrable Securities. |
| (ii) | Terms. The Company shall bear all fees and expenses attendant
to registering the Registrable Securities pursuant to Section 5(b)(i) [Grant of Right] hereof, but the Holders shall pay
any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with
the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than five (5) days written notice prior to the proposed date of filing of such registration statement.
Such notice to the Holders shall continue to be given for each registration statement filed by the Company during the two (2) year period
following the Initial Exercise Date until such time as all of the Registrable Securities have been sold by the Holder. The holders of
the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within five
(5) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this
Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 5(b)(ii) [Terms];
provided, however, that such registration rights shall terminate on the second anniversary of the Initial Exercise Date. |
(c) General
Term
| (i) | Indemnification. The Company shall indemnify the Holder(s)
of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such
Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Exchange Act against all loss, claim, damage,
expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the
Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters and
the Company, dated as of [___], 2025. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement,
and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which
the Underwriters have agreed to indemnify the Company. |
| (ii) | Exercise of Warrants. Nothing contained in this Warrant
shall be construed as requiring the Holder(s) to exercise their Warrants prior to or after the initial filing of any registration statement
or the effectiveness thereof. |
| (v) | Documents to be Delivered by Holder(s). Each of
the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided
by the Company requesting information customarily sought of selling security holders. |
| (vi) | Damages. Should the registration or the effectiveness
thereof required by Sections 5(a) [Demand Registration] and 5(b) hereof be delayed by the Company or the Company otherwise
fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s),
be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions
or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or
other security. |
Section 6. Miscellaneous.
(a) No Rights as Shareholder
Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i) [Delivery of Warrant Shares Upon Exercise].
(b) Loss, Theft, Destruction
or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting
of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver
a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
(c) Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.
(d) Authorized Shares.
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares
a sufficient number of shares to provide for the issuance of the Warrant Shares underlying this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued, and the Warrant Shares, delivered, as provided herein without violation of
any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company
covenants that all Warrant Shares underlying this Warrant, which may be issued upon the exercise of the purchase rights represented by
this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company
in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the extent as waived
or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation
or through any reorganization, transfer of assets, consolidation, merger, amalgamation, arrangement, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any action which
would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.
(e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the underwriting agreement dated [ ], 2025, by and between the Company and Benjamin Securities, Inc. as representative
of the underwriters set forth therein (the “Underwriting Agreement”).
(f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and if the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
(g) Nonwaiver and Expenses.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Underwriting
Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts
due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
(h) Notices. Any
notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance
with the notice provisions of the Underwriting Agreement.
(i) Limitation of Liability.
No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of
any share of Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.
(j) Remedies. The
Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
(k) Successors and Assigns.
Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and
be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder
or holder of Warrant Shares.
(l) Amendment. This
Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
(m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(n) Headings. The
headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
IN WITNESS WHEREOF, the Company has caused this Ordinary
Shares Purchase Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
Huachen AI Parking Management Technology Holding Co.,
Ltd
| By: |
|
|
| Bin
Lu |
|
| Chief
Executive Officer |
|
EXHIBIT A
NOTICE OF EXERCISE
TO: Huachen AI Parking Management Technology Holding
Co., Ltd
(1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form
of (check applicable box):
☐ in lawful money
of the United States; or
☐ if
permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).
(3) Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following DWAC Account Number:
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EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this
form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to:
Name:
Address:
Phone Number
Email Address:
Dated: ___________________, _______
Holder’s Signature:
Holder’s Address:
EXHIBIT B
Form of Lock-Up Agreement
__, 2025
Benjamin Securities, Inc.
3 West Garden Street, Suite 407
Pensacola, FL 32502
As Representative of the Underwriters
Ladies and Gentlemen:
The undersigned understands that
Benjamin Securities, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Huachen AI Parking Management Technology Holding Co., Ltd, a Cayman Islands exempted company (the “Company”),
providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.00000125 per share, of the
Company (the “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 the final prospectus filed under Rule 424(b) of Securities Act Regulations 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 Shares or any securities convertible into or exercisable or exchangeable for 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; (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), 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; and (ii) 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 of share options granted pursuant to the Company’s equity incentive plans or to any of the undersigned’s
ordinary shares issued upon such exercise, (ii) exercise of warrants; provided that it shall apply to any of the undersigned’s ordinary
shares issued upon such exercise, or (iii) pursuant to an existing contract, instruction or plan (a “Plan”) that satisfies
all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, (iv) the establishment of any new Plan; provided that no sales
of the undersigned’s ordinary shares shall be made pursuant to such new Plan prior to the expiration of the Lock-Up Period, 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.
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 lock-up agreement except in compliance with 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 Shares 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
(1) 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 Shares to be sold thereunder; (2) either
the Underwriters, on the one hand, or the Company, on the other hand, advising the other in writing, they have determined not to proceed
with the Public Offering; or (3) the withdrawal of the Registration Statement (as defined in the Underwriting Agreement), , 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 laws of the State of New York.
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EXHIBIT C
Form of Press Release
HUACHEN AI PARKING MANAGEMENT TECHNOLOGY HOLDING CO., LTD
[Date]
Huachen AI Parking Management Technology Holding Co.,
Ltd (the “Company”) announced today that Benjamin Securities, Inc., acting as representative for the underwriters in the Company’s
recent public offering of _______ ordinary shares of the Company, is [waiving] [releasing] a lock-up restriction with respect to _________
ordinary shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release]
will take effect on _________, 20___, and the securities 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.
EX C-1
Exhibit 99.1
Huachen
AI Parking Management Technology Holding Co., Ltd Announces Pricing of Initial Public Offering
JIAXING,
CHINA, Feb. 04, 2025 (GLOBE NEWSWIRE) -- Huachen AI Parking Management Technology Holding Co., Ltd (the “Company”) (Nasdaq:
HCAI), a comprehensive smart parking solutions and equipment structural parts provider with all operations through the operating subsidiaries
in China, today announced the pricing of its initial public offering (the “Offering”) of 1,500,000 ordinary shares, par value
$0.00000125 (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of $6 million before
deducting underwriting discounts and offering expenses. The Ordinary Shares have been approved for listing on The Nasdaq Capital Market
and are expected to commence trading on February 5, 2025, under the ticker symbol “HCAI.” The Offering is expected to close
on or about February 6, 2025, subject to the satisfaction of customary closing conditions.
The
Company has granted the underwriters an option, exercisable within 45 days from the closing of the Offering, to purchase up to an additional
225,000 Ordinary Shares at the public offering price, less underwriting discounts and commissions, to cover over-allotment, if any, representing
15% of the Ordinary Shares sold in the Offering.
The
Company intends to use the proceeds from this Offering primarily for (i) contracting the managerial and operational rights of a new parking
lot, (ii) product research and development, (iii) recruitment of specialized technical and operational personnel, and (iv) Working capital
and general corporate matters.
The
Offering is being conducted on a firm commitment basis. Benjamin Securities, Inc. and D. Boral Capital LLC are acting as underwriters
for the Offering (the “Underwriters”). Ortoli Rosenstadt LLP is acting as U.S. securities counsel to the Company. Sichenzia
Ross Ference Carmel LLP is acting as legal counsel to the Underwriters in connection with the Offering.
The
Offering is being conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-281543), as amended, in
connection with the Offering (the “Registration Statement”) previously filed with the Securities and Exchange Commission
(“SEC”) and subsequently declared effective by the SEC on February 4, 2025. The Offering is being made only by means of a prospectus.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, copies of the prospectus relating to the Offering may be obtained, when available, from Benjamin Securities, Inc. by email
at info@benjaminsecurities.com,
by standard mail to 3 West Garden Street, Suite 407, Pensacola, FL 32502, or by telephone at +1 (516) 931-1090; or from D. Boral Capital
LLC by standard mail to D. Boral Capital LLC, 590 Madison Ave 39th Floor, New York, NY 10022, or by email at info@dboralcapital.com,
or by telephone at +1(212)-970-5150.
Before
you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about
the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the
securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About
Huachen AI Parking Management Technology Holding Co., Ltd
Huachen
AI Parking Management Technology Holding Co., Ltd is a Cayman Islands holding company with no operation on its own. The Company consolidates
the financial results of its subsidiaries. We are a comprehensive smart parking solutions and equipment structural parts provider and
conduct all our operations through our operating subsidiaries in China. The operating subsidiaries provide customized parking solutions
to optimize efficiency in limited parking spaces, covering smart cubic parking garage design, cubic parking equipment manufacturing,
sales, installation, and maintenance. To cater the customers’different parking needs, we manufacture and offer various cubic parking
garage products by employing various working principles, such as lifting and shifting, convenient lifting, vertical circulation, vertical
lifting, plane moving, alley stacking, multi-layer cycle, horizontal cycle, and car lift. Moreover, the operating subsidiaries offer
design, repair, and maintenance services to ensure the continued functionality of our parking solutions.
Forward-Looking
Statement
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate,” “continue” or similar expressions
that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without
limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing
of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause
the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements
are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion
of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section
of the Registration Statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance
upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which
are available for review at www.sec.gov. The Company undertakes no obligation
to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For
more information, please contact:
Company
Info:
Huachen AI Parking Management Technology Holding Co., Ltd
Alan Li
Email: ir@huachenai.com
Mobile: +852-95791074
Exhibit 99.2
Huachen
AI Parking Management Technology Holding Co., Ltd Announces Closing of Initial Public Offering
JIAXING,
CHINA, February 6, 2025 (GLOBE NEWSWIRE) -- Huachen AI Parking Management Technology Holding Co., Ltd (the “Company”) (NASDAQ:
HCAI), a comprehensive smart parking solutions and equipment structural parts provider with all operations through the operating subsidiaries
in China, today announced the closing of its initial public offering (the “Offering”) of 1,500,000 ordinary shares, par value
$0.00000125 (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of $6.0 million
before deducting underwriting discounts and offering expenses. The Ordinary Shares began trading on the Nasdaq Capital Market on February
5, 2025 under the ticker symbol “HCAI.”
The
Offering was conducted on a firm commitment basis. In addition, the Company has granted the underwriters an option, exercisable within
45 days from the closing date of the Offering, to purchase up to an additional 225,000 Ordinary Shares at the public offering price,
less underwriting discounts and commissions, to cover over-allotment, if any.
Net
proceeds from the Offering will be used by the Company for contracting the managerial and operational rights of a new parking lot, development
and upgrading of new AGVs and RGVs, recruitment for specialized technical and operational personnel, as well as working capital and general
corporate matters.
Benjamin
Securities, Inc. and D. Boral Capital LLC acted as underwriters for the Offering (the “Underwriters”). Ortoli Rosenstadt
LLP acted as U.S. securities counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as counsel to the Underwriters.
The
Offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-281543), as amended, in connection
with the Offering (the “Registration Statement”) previously filed with the Securities and Exchange Commission (“SEC”)
and subsequently declared effective by the SEC on February 4, 2025. The Offering is being made only by means of a prospectus. You may
get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the prospectus relating to
the Offering may be obtained, when available, from Benjamin Securities, Inc. by email at info@benjaminsecurities.com, by standard mail
to 3 West Garden Street, Suite 407, Pensacola, FL 32502, or by telephone at +1 (516) 931-1090; or from D. Boral Capital LLC by standard
mail to D. Boral Capital LLC, 590 Madison Ave 39th Floor, New York, NY 10022, or by email at info@dboralcapital.com, or by telephone
at +1(212)-970-5150.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall
there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.
About
Huachen AI Parking Management Technology Holding Co., Ltd
Huachen
AI Parking Management Technology Holding Co., Ltd is a Cayman Islands holding company with no operation on its own. The Company consolidates
the financial results of its subsidiaries. We are a comprehensive smart parking solutions and equipment structural parts provider and
conduct all our operations through our Operating Subsidiaries in China. The Operating Subsidiaries provide customized parking solutions
to optimize efficiency in limited parking spaces, covering smart cubic parking garage design, cubic parking equipment manufacturing,
sales, installation, and maintenance. To cater the customers’different parking needs, we manufacture and offer various cubic parking
garage products by employing various working principles, such as lifting and shifting, convenient lifting, vertical circulation, vertical
lifting, plane moving, alley stacking, multi-layer cycle, horizontal cycle, and car lift. Moreover, the Operating Subsidiaries offer
design, repair, and maintenance services to ensure the continued functionality of our parking solutions.
Forward-Looking
Statement
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate,” “continue” or similar expressions
that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees
of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations
discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the
uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the Registration
Statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking
statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review
at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date hereof.
For
more information, please contact:
Company
Info:
Huachen
AI Parking Management Technology Holding Co., Ltd
Alan
Li
Email:
ir@huachenai.com
Mobile:
+852-95791074
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