Common Contracts

1000 similar Underwriting Agreement contracts by Perfect Moment Ltd., Vocodia Holdings Corp, Chromocell Therapeutics Corp, others

FBS GLOBAL LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • March 8th, 2024 • FBS Global LTD • Miscellaneous manufacturing industries • New York
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UNDERWRITING AGREEMENT by and between VOCODIA HOLDINGS CORP And ALEXANDER CAPITAL, L.P., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS VOCODIA HOLDINGS CORP UNDERWRITING AGREEMENT
Underwriting Agreement • February 27th, 2024 • Vocodia Holdings Corp • Services-computer programming services • New York
UNDERWRITING AGREEMENT between SUSHI GINZA ONODERA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SUSHI GINZA ONODERA, INC.
Underwriting Agreement • February 27th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places • New York

The undersigned, Sushi Ginza Onodera, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters if any named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term “Underwriters” shall mean either the singular or plural as the context requires.

UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2024 • Mobile-Health Network Solutions • Services-prepackaged software • New York

The undersigned, Mobile-health Network Solutions, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc. is acting as representative (in such capacity, the “Representative”), (A) an aggregate of [ ] Class A ordinary shares (the “Firm Shares”), par value $0.000004 per share of the Company (“Class A Ordinary Shares”), and (B) at the election of the Representative, up to an additional [ ] Class A Ordinary Shares (the “Option Shares,” and together with the Firm Shares, the “Shares”). The offering and sale of the Shares contemplated by this Agreement is referred to herein as the “Offering”.

CHROMOCELL THERAPEUTICS CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York

Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 1,100,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) to A.G.P./ Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”). Such Shares are hereinafter collectively called the “Firm Shares.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional 165,000 shares of Common Stock (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Shares included in the Firm Shares and the Optio

Lucas GC Limited UNDERWRITING AGREEMENT
Underwriting Agreement • February 15th, 2024 • Lucas GC LTD • Services-computer programming, data processing, etc. • New York
U-BX TECHNOLOGY LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • February 13th, 2024 • U-Bx Technology Ltd. • Services-computer programming, data processing, etc. • New York
UNDERWRITING AGREEMENT between CEL-SCI CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters CEL-SCI CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • February 13th, 2024 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York

The undersigned, CEL-SCI Corporation, a corporation formed under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of CEL- SCI Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD.
Underwriting Agreement • February 13th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York

The undersigned, Perfect Moment Ltd., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between ELTEK LTD. and THINKEQUITY LLC as Representative of the Several Underwriters
Underwriting Agreement • February 13th, 2024 • Eltek LTD • Printed circuit boards • New York

The undersigned, Eltek Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the ”Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between TOP WEALTH GROUP HOLDING LIMITED, and REVERE SECURITIES, LLC, as Representative of the Several Underwriters TOP WEALTH GROUP HOLDING LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • February 9th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York

The undersigned, TOP WEALTH GROUP HOLDING LIMITED, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with REVERE SECURITIES, LLC, a FINRA Member firm (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between EVOKE PHARMA, INC. and CRAIG-HALLUM CAPITAL GROUP LLC LAIDLAW & COMPANY (UK) LTD. as Representatives of the Several Underwriters
Underwriting Agreement • February 9th, 2024 • Evoke Pharma Inc • Pharmaceutical preparations • New York

The undersigned, Evoke Pharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Evoke Pharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC and Laidlaw & Company (UK) Ltd. (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.

UNDERWRITING AGREEMENT between PHETON HOLDINGS LTD. and CATHAY SECURITIES INC., as Representative of the Several Underwriters PHETON HOLDINGS LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • February 8th, 2024 • Pheton Holdings LTD • Electromedical & electrotherapeutic apparatus • New York

The undersigned, PHETON HOLDINGS LTD., a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with CATHAY SECURITIES INC., a FINRA Member firm (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between ZHIBAO TECHNOLOGY INC. and EF HUTTON LLC as Representative of the Several Underwriters UNDERWRITING AGREEMENT
Underwriting Agreement • February 8th, 2024 • Zhibao Technology Inc. • Insurance agents, brokers & service • New York

The undersigned, Zhibao Technology Inc., a Cayman Islands exempted company(collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as hereinafter defined as being subsidiaries or affiliates of Zhibao Technology Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”; if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter as follows:

UNDERWRITING AGREEMENT between VEG HOUSE HOLDINGS INC. and EF HUTTON LLC as Representative of the Several Underwriters VEG HOUSE HOLDINGS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 5th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • New York

The undersigned, Veg House Holdings Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives), or “EF Hutton” or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) for the purchase and sale of the Company’s common shares, par value $0.0001 per share (the “Common Shares”) pursuant to the following terms:

FORM OF UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT
Underwriting Agreement • February 5th, 2024 • Vocodia Holdings Corp • Services-computer programming services • New York
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York

Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [●] shares (“Shares”) of the Company’s common stock $0.01 par value per share (the “Common Stock”) (each a “Firm Share” and one or more, the “Firm Shares”) to the several underwriters (such underwriters, for whom Dominari Securities LLC (“Dominari” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional [●] Shares (the “Option Shares.” The Company has also agreed to issue to the Representative the Underwriters’ Warrants (as defined in Section 1(c)), which together with the Common Stock underlying such warrants are referred to herein as the “Underwriters’ Securities.” The Firm Shares and the Option Shares, together with the Underwriters’ Se

CHROMOCELL THERAPEUTICS CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • January 30th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York

Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [1,037,174] shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) to A.G.P./ Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”). Such Shares are hereinafter collectively called the “Firm Shares.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional [ ] shares of Common Stock (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Shares included in the Firm Shares and the Option

J-LONG GROUP LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • January 29th, 2024 • J-Long Group LTD • Retail-apparel & accessory stores • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • January 29th, 2024 • SU Group Holdings LTD • Services-detective, guard & armored car services • New York

The undersigned, SU Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between SUSHI ONODERA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SUSHI ONODERA, INC.
Underwriting Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places • New York

The undersigned, Sushi Onodera, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters if any named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term “Underwriters” shall mean either the singular or plural as the context requires.

UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD.
Underwriting Agreement • January 26th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York

The undersigned, Perfect Moment Ltd., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD.
Underwriting Agreement • January 22nd, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York

The undersigned, Perfect Moment Ltd., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between
Underwriting Agreement • January 22nd, 2024 • SurgePays, Inc. • Telephone communications (no radiotelephone) • New York

The undersigned, SurgePays, Inc, a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of SurgePays, Inc (the “Company”), hereby confirms its agreement (this “Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

MICROPOLIS HOLDING COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2024 • Micropolis Holding Co • Motor vehicle parts & accessories • New York

The undersigned, MICROPOLIS HOLDING COMPANY, a Cayman Islands holding company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such underwriters, including the Representative (as defined below and if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter), the “Underwriters” and each an “Underwriter”) named in Schedule A hereto for which Network 1 Financial Securities, Inc. is acting as the representative to the several Underwriters (in such capacity, the “Representative”) to issue and sell an aggregate of [●] ordinary shares of the Company (“Firm Shares”), par value $0.0001 per share (“Ordinary Shares”). The Company has also granted to the Representative an option to purchase up to [●] additional Ordinary Shares, on the terms and for the purposes set forth in Section 2(c) hereof (the “Additional Sha

UNDERWRITING AGREEMENT
Underwriting Agreement • January 16th, 2024 • Rectitude Holdings Ltd. • Cutlery, handtools & general hardware

The undersigned, Rectitude Holdings Ltd, a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Rectitude Holdings Ltd, the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:

UNDERWRITING AGREEMENT between EVOKE PHARMA, INC. and CRAIG-HALLUM CAPITAL GROUP LLC LAIDLAW & COMPANY (UK) LTD. as Representatives of the Several Underwriters
Underwriting Agreement • January 11th, 2024 • Evoke Pharma Inc • Pharmaceutical preparations • New York

The undersigned, Evoke Pharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Evoke Pharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC and Laidlaw & Company (UK) Ltd. (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.

UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2024 • Vocodia Holdings Corp • Services-computer programming services • New York

The undersigned, Vocodia Holdings Corp, a company incorporated under the laws of the State of Wyoming (collectively, with its Subsidiaries as hereinafter defined, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital, L.P., as the representative of the several underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between TOP WEALTH GROUP HOLDING LIMITED, and PACIFIC CENTURY SECURITIES, LLC, as Representative of the Several Underwriters TOP WEALTH GROUP HOLDING LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • January 5th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York

The undersigned, TOP WEALTH GROUP HOLDING LIMITED, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with PACIFIC CENTURY SECURITIES LLC, a FINRA Member firm (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between OPTI-HARVEST, INC. and WESTPARK CAPITAL, INC., as Representative of the Several Underwriters OPTI-HARVEST, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • December 29th, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • New York

The undersigned, Opti-Harvest, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, if any, the “Company”), hereby confirms its agreement (this “Agreement”) with Westpark Capital, Inc. (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT between FLEWBER GLOBAL INC. and THINKEQUITY LLC as Representative of the Several Underwriters FLEWBER GLOBAL INC.
Underwriting Agreement • December 28th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York

The undersigned, Flewber Global Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Flewber Global Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • December 26th, 2023 • Linkage Global Inc • Retail-catalog & mail-order houses • New York

The undersigned, Linkage Global Inc, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

MICROPOLIS HOLDING COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • December 22nd, 2023 • Micropolis Holding Co • Motor vehicle parts & accessories • New York

The undersigned, MICROPOLIS HOLDING COMPANY, a Cayman Islands holding company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such underwriters, including the Representative (as defined below and if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter), the “Underwriters” and each an “Underwriter”) named in Schedule A hereto for which Network 1 Financial Securities, Inc. is acting as the representative to the several Underwriters (in such capacity, the “Representative”) to issue and sell an aggregate of [●] ordinary shares of the Company (“Firm Shares”), par value $0.0001 per share (“Ordinary Shares”). The Company has also granted to the Representative an option to purchase up to [●] additional Ordinary Shares, on the terms and for the purposes set forth in Section 2(c) hereof (the “Additional Sha

UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2023 • SU Group Holdings LTD • Services-detective, guard & armored car services • New York

The undersigned, SU Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • December 19th, 2023 • Youxin Technology LTD • Services-prepackaged software • New York
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