ICZOOM GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2023 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2024 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between ICZOOM Group Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [•] by and between ICZOOM Group Inc., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 18th, 2024 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
This letter (this “Agreement”) constitutes the agreement between ICZOOM Group Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.
ICZOOM GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • September 17th, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”).
Exclusive Option AgreementExclusive Option Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):
ContractICZOOM Group Inc. • January 18th, 2024 • Retail-radio, tv & consumer electronics stores • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2024 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) FT GLOBAL CAPITAL, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF FT GLOBAL CAPITAL, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.
ORDINARY SHARES PURCHASE WARRANT ICZOOM GROUP INC.ICZOOM Group Inc. • February 3rd, 2023 • Retail-radio, tv & consumer electronics stores • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC or its assignees assigns (the “Holder”) are entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof [THE DATE THAT IS SIX (6) MONTHS AFTER THE CONSUMMATION OF THE COMPANY’S INITIAL PUBLIC OFFERING] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 20[●] [DATE THAT IS FIVE YEARS AFTER THE CONSUMMATION OF THE COMPANY’S INITIAL PUBLIC OFFERING] (the “Termination Date”) but not thereafter, to subscribe for and purchase from ICZOOM GROUP INC., a Cayman Islands exempted company with limited liability (the “Company”), up to [●]1 Ordinary Shares (as defined below)(as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 14, 2020 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2017, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Lei Xia, an individual with U.S. passport number 488572859 (the “CEO”).
VIE协议终止确认函 VIE Termination AgreementVie Termination Agreement • January 21st, 2022 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
EMPLOYMENT AGREEMENT 服务协议Employment Agreement 服务协议 • December 2nd, 2022 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2022, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Liu Duanrong an individual with ID number [*] (the “COO”).
Business Cooperation AgreementBusiness Cooperation Agreement • January 21st, 2022 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
This Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 18, 2022_ in Shenzhen, the People’s Republic of China (“China” or the “PRC”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
I, Jun Liu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: 510103197104194572, executes this Power of Attorney on December 14, 2020 , effective as of the date hereof. I am a holder of 100% of the equity interests in Shenzhen Pai Ming Electronics Co., Ltd.1 (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2017, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Liu Duanrong an individual with ID number 510105197510030760 (the “COO”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2021 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st March 2021, by and between ICZOOM Group Inc.., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and He Qiang, an individual with ID number 440202198502171216 (the “CFO”).
EMPLOYMENT AGREEMENT 服务协议Employment Agreement 服务协议 • February 3rd, 2023 • ICZOOM Group Inc. • Retail-radio, tv & consumer electronics stores
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 1st November 2022, by and between ICZOOM Group Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and Lei Xia, an individual with U.S. passport number 488572859 (the “CEO”).
ICZOOM GROUP INC.ICZOOM Group Inc. • August 23rd, 2021 • Retail-radio, tv & consumer electronics stores • New York
ICZOOM Group Inc., a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
