EPSIUM ENTERPRISE LIMITED FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2024 • Epsium Enterprise LTD • Wholesale-beer, wine & distilled alcoholic beverages • New York
The undersigned, Epsium Enterprise Limited (“Company”), hereby confirms its agreement (this “Agreement” or the “Underwriting Agreement”) with Network 1 Financial Securities, Inc. (the “Representative” of several underwriters as disclosed in Schedule A attached hereto and the term Representative as used herein shall have the same meaning as underwriter, collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] ordinary shares, par value of US$0.00002 per share, of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional [●] shares of its ordinary shares, par value US$0.00002 per share (the “Option Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Option Shares granted to the Underwriters under Section 1 hereof. The Firm Shares and the Option Shares are here
INDEPENDENT DIRECTOR AGREEMENTIndemnification Agreement • February 23rd, 2024 • Epsium Enterprise LTD • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of [●] 2024, is by and between EPSIUM ENTERPRISE LIMITED., a company incorporated under the laws of the British Virgin Islands (the “Company”), and Mr. Cui Kewei Joshua, an individual (the “Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).
Underwriter’s WarrantEpsium Enterprise LTD • January 22nd, 2024 • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS PURCHASE WARRANT IS EXERCISABLE AFTER THE CLOSING DATE, VOID AFTER 5:00 P.M., EASTERN TIME, [●] BUT COULD ONLY BE SOLD FOR NINE (9) MONTHS AFTER THE CLOSING.
