0001213900-23-028005 Sample Contracts

UNDERWRITING AGREEMENT
Common Stock Purchase Warrant • April 6th, 2023 • Ispire Technology Inc. • Cigarettes • New York
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Underwriter’s Warrant
Common Stock Purchase Warrant • April 6th, 2023 • Ispire Technology Inc. • Cigarettes • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE DATE OF COMMENCEMENT OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT NO. 333-269470 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) BONA FIDE OFFICERS OR PARTNERS OF ANY SUCH UNDERWRITER OR SELECTED DEALER, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA (AS DEFINED BELOW) CONDUCT RULE 5110(E)(1), AND (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PERMITTED B

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