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執行版本

AKANDA corp。

承銷協議

2024年10月2日

美國銀證券有限責任公司

75 Rockefeller Plaza，1838號套房

紐約市，紐約州，10019

代表承銷商

以其名字命名附表A此處

女士們，先生們：

下面簽署的AKANDA corp。一家根據安大略省法律組建的公司（與其子公司和關聯公司統稱，包括但不限於註冊聲明（如下所定義）中披露或描述的所有實體作爲公司的子公司或關聯公司，稱爲"公司本公司特此確認同意本協議（以下簡稱「本協議」）協議）與數家承銷商（包括代表（如下定義），稱爲"承壓商”，分別稱爲“票據的購買金額”） 命名爲附表A此處，Univest Securities，LLC 充當代表（在此職務上，稱爲 “代表人”） 發行並出售共計150萬普通股（“實股）無面值的公司股份（“優先股 優先股可分別發行，其具有特定類別的權利和特權。持有優先股的股東通常沒有權利收到關於股東會議通知或出席或表決的權利。持有第一優先股的股東在分紅方面享有優先權和優先參與權，而不是持有第二優先股、普通股或我公司股本中排名低於第一優先股的其他類別的股份的持有人。在我們清算、解散或清算我們的全部或部分財產，或將財產分配給股東的分配中，持有第一優先股的股東分別有權獲得與該股票的發行價相等的金額，這一金額按照他們各自因持有該股票所作的出資的本金計算，以平等的比例分配。持有第二優先股的股東享有優先權並優先於持有普通股或我公司股本中排名低於第二優先股的其他類別的股份的持有人，在分紅方面參與優先權，並在我們清算、解散或清算我們的全部或部分財產，或將財產分配給股東的分配中，分別有權獲得與該股票的發行價相等的金額，這一金額按照他們各自因持有該股票所作的出資的本金計算，以平等的比例分配。”）或一張預資的普通股購買權證（每張稱爲“權證全部協議稱爲「」。權證”） 以購買一股普通股（這些股份稱爲“權證 股票”）以代替。根據本協議購買的公司股份、認股權證和認股權證股份統稱爲“所提供的證券。” 本協議擬議的可售證券的發行和出售在此稱爲“增發計劃.”

本公司確認與承銷商的協議如下：

第一部分。公司的陳述和保證.

公司在此陳述並保證，並理解承銷商可以依賴本次發行中向其作出以下陳述，截至本文件日期和結束日期（如下所定義）的陳述：

(a) 註冊聲明的提交。公司已經準備並向美國證券交易委員會（以下簡稱「交易委員會」）遞交了一份F-1表格的註冊聲明（文號333-[________]），其中包含一個擬用於與所提供證券的發行和銷售相關的招股書形式。該註冊聲明，包括財務報表、陳列品和附表，以及在該註冊聲明獲得有效時註冊聲明中包含的部分，在證券法1933年修訂版（以下簡稱「證券法」）及其實施規則（以下簡稱「法規」）下，由交易委員會批准生效的形式，以及根據證券法規下430A規則或證券交易法1934年修訂版（以下簡稱「交易法」）獲得有效時任何必要信息被認爲是其組成部分，以及其實施規則（以下簡稱「交易法規」）的，被稱爲「註冊聲明」。任何由公司根據證券法規下的462(b)規則遞交的註冊聲明，被稱爲「規則462(b)註冊聲明」，以及從規則462(b)註冊聲明遞交的日期和時間起，「註冊聲明」一詞應包括規則462(b)註冊聲明。此類招股書，以根據證券法第424(b)規則遞交的形式起草，在本協議的各方執行並交付之日及時間之後，或者如果不需要根據證券法第424(b)規則遞交，則指在註冊聲明生效日期的註冊聲明中包含的所提供證券的最終招股書的形式，被稱爲「招股書」。本協議中對註冊聲明、規則462(b)註冊聲明、註冊聲明中包含的初步招股書（稱爲「初步招股書」）和招股書或其任何修訂的引用，應包括通過其電子數據收集、分析和恢復系統（以下簡稱「EDGAR」）向證券交易委員會遞交的任何副本。在適用時間（如下定義）之前包含在註冊聲明中的初步招股書，將在下文中被稱爲「適用時間前的初步招股書」。此處對「最近的初步招股書」的任何引用均應視爲指最新的包含在註冊聲明中的初步招股書。在此處對任何初步招股書、招股書或其任何補充或修訂的引用應視爲指幷包括在其中引用日期的任何文檔。委員會:根據表格F-1（文件號333-281945）提交了一份初步招股說明書，可能會根據需要進行修訂和補充，用於與公開發行和出售所提供的證券有關的註冊聲明。包括截至本協議日期通過修訂或補充該註冊聲明使用的初步招股說明書，在該註冊聲明中包含的基本財務報表和附註、附表，以及在該註冊聲明生效時包含在其中的展示和附表，形式爲證券法案第三部分修改生效後由委員會聲明生效的形式。須根據證券法案規定的規則430A，或根據1934年修訂後的證券交易法案（統稱爲“證券法以及其下制定的規定（「法規」）證券法規”），以及在生效時根據證券法案規定的規則430A和證券法案條例，或根據1934年修訂後的證券交易法案要求的任何信息，被視爲生效時的一部分，統稱爲“使擁有公司註冊證券類別10%以上股權的官員、董事或實際股東代表簽署人遞交表格3、4和5（包括修正版及有關聯合遞交協議）,符合證券交易法案第16(a)條及其下屬規則規定的要求；蘋果CEO庫克大規模出售股票，套現逾3億港元，並以近7.5%的溢價出售其餘股票。交易所法規交易所法規蘋果公司CEO庫克大規模拋售股票，套現逾3億港元，資金已存入上市公司設立的專項帳戶(「信託帳戶」)，以公共股東(定義詳見下文)爲受益人的註冊聲明(FORM S-1)中所規定的一定金額及特定款項。信託帳戶中持有的基金類型(包括資金持有的利息)除支付公司稅費以外，一旦實現以下最早的情況之一即可支取: (i) 完成首次（業務）組合；(ii) 如果公司未能在2025年3月3日之前完成首次（業務）組合，則可以贖回100%的發行股份（如下所述）；或 (iii) 股東表決贖回發行股份。 若要批准修訂本Amended and Restated Certificate，必須就修訂對決定最早如下情形之一的公司的義務以在首次業務組合中允許贖回或未在終止日期之前完成首次業務組合即贖回100%的發行股份產生影響或涉及股東權益或首次業務組合前的活動（如第9.7節所述），對修訂進行表決。發售期(「發售期」)所出售單位的組成部分的Common Stock股份的持有人(「發售股份」)，不論這些發售股份是在發售期內還是在發售市場上的二級市場中購買，也不論這些持有人是公司的發起人，高管或董事，或上述任何關聯方的子公司，均在此被稱爲「公共股東」。。公司按照《證券法》和《證券法規》的規定提交的與本次發行相關的任何註冊聲明均稱爲“規則462（b）備案文件”，並自提交規則462(b)註冊聲明的日期和時間起，“蘋果公司CEO庫克大規模拋售股票，套現逾3億港元，資金已存入上市公司設立的專項帳戶(「信託帳戶」)，以公共股東(定義詳見下文)爲受益人的註冊聲明(FORM S-1)中所規定的一定金額及特定款項。信託帳戶中持有的基金類型(包括資金持有的利息)除支付公司稅費以外，一旦實現以下最早的情況之一即可支取: (i) 完成首次（業務）組合；(ii) 如果公司未能在2025年3月3日之前完成首次（業務）組合，則可以贖回100%的發行股份（如下所述）；或 (iii) 股東表決贖回發行股份。 若要批准修訂本Amended and Restated Certificate，必須就修訂對決定最早如下情形之一的公司的義務以在首次業務組合中允許贖回或未在終止日期之前完成首次業務組合即贖回100%的發行股份產生影響或涉及股東權益或首次業務組合前的活動（如第9.7節所述），對修訂進行表決。發售期(「發售期」)所出售單位的組成部分的Common Stock股份的持有人(「發售股份」)，不論這些發售股份是在發售期內還是在發售市場上的二級市場中購買，也不論這些持有人是公司的發起人，高管或董事，或上述任何關聯方的子公司，均在此被稱爲「公共股東」。“還應包括規則462(b)註冊聲明。在此日期前提交的註冊聲明中包括的初步招股說明書，定價招股說明書（如下定義），以及在本協議由各方簽署並交付之日期及時間後根據《證券法》第424(b)條及《證券法》法規提交的首次文件形式的最終招股說明書，稱爲「」招股書。” 本協議中提及的註冊聲明、規則462(b)註冊聲明、包括在註冊聲明中或根據《證券法》第424(b)條及《證券法》法規向委員會提交的初步招股說明書（「」初步招股書「本協議中對《登記聲明》、《規則 462(b)登記聲明》、登記聲明中包含的初步樣本（每一個爲「所謂」）、《意向書》以及任何該等文件的修訂或補充的任何提及都應包括根據其電子數據收集、分析和檢索系統（「EDGAR」）向委員會提交的任何相應副本。」您可以在我們最近完成的財政年度的經審計的合併財務報表和管理層的討論和分析中找到有關Equinox Gold的財務信息。這些文件可以在我們的網站www.equinoxgold.com、在線備份文件系統Sedar（www.sedarplus.ca）以及EDGAR（www.sec.gov/edgar）上找到。”）。 在適用時間（如下定義）前修訂或補充的作爲註冊聲明一部分的初步招股說明書，下稱「」定價招股書。”對於此處對擬議初步招股說明書或招股說明書或任何對其進行的補充或修訂的任何引用，應被視爲指幷包括引入日的任何附帶文件。

(b) “適用時間「下午8:30點（東部時間），或公司和代表同意的其他時間， 在本協議簽訂日。」 

(c) 遵守註冊要求。註冊聲明已於2024年9月30日在證券法和證券法規下獲得委員會的有效聲明。公司已按照委員會要求的所有附加或補充信息，使委員會滿意。沒有阻止或暫停註冊聲明或任何規則462(b)註冊聲明生效的止損市價單，也沒有爲此目的而被提出或正在進行的程序，據公司最佳了解，委員會也沒有考慮或威脅採取相關行動。

擬製定的招股書和招股說明書在提交時或將在所有重大方面遵守《證券法》和《證券法規》，如果根據EDGAR進行電傳提交（但《證券法》下的S-t法規允許的除外），則其內容與交付給承銷商用於發行和銷售所發行證券的副本在內容上完全一致，除了任何未提交的藝術作品和圖形。註冊聲明、任何規則462(b)的註冊聲明，以及任何對註冊聲明或規則462(b)註冊聲明的後有效修正，自其生效時起並在直至根據《證券法》第4(a)(3)條所需的招股說明書送達期限屆滿之時，在所有重大方面遵守《證券法》和《證券法規》，不包含任何不實陳述的重大事實或遺漏應在其中陳述的重大事實或有必要使其中的陳述不具誤導性。招股說明書，在其日期修訂或增補後，直至承銷商完成發行所發行證券的安排之時，不包含任何不實陳述的重大事實或遺漏應陳述的重大事實，是爲了使其中的陳述在作出之時根據其所作環境而言不具誤導性。前述兩句中所述的陳述或遺漏不適用於註冊聲明或任何規則462(b)的註冊聲明，或任何對註冊聲明或規則462(b)的註冊聲明的後有效修正，或在招股說明書，包括定價招股說明書，或其任何修改或增補中依賴並符合公司書面提供用於彼此使用的與承銷商相關的信息，雙方理解並同意承銷商代表提供的唯一信息包括（i）招股說明書封面中包含的承銷商名稱，包括定價招股說明書，和（ii）題爲「鎖定協議」、「價格穩定」、「公開發行價的確定」和「證券的電子發行、銷售和分配」等小標題，在招股說明書中的「承銷」欄目中（“」發行人免費書面招股說明。 沒有發行人免費書面招股說明與註冊聲明或招股書中包含的信息發生衝突或將會發生衝突，還包括在任何書面材料之前或其他預備材料當中的任何情況，未被取代或修改。公司必須遵照1933年法案和1933年法律法規的要求在提交文書給委員會時提交任何公司免費書面招股說明在招股說明書中或定價說明書中需要描述或作爲註冊聲明的附件提交的合同或其他文件不存在，或者已經在所有重要方面被公平準確地描述或按要求提交。

(d) 揭露 套餐“認股價格”在本協議中之定義，指在認股權證行使之時，按本文的前句描述之每股價格（包括用現金或根據本文所允許的“免現行使”方式支付認股權證的價值）。公司酌情有權於到期日（定義請參見下文）之前，進行降低認股價格的決定，在紐約市的銀行一般營業日中（「降低期間」），不短於二十（20）個日曆日。但降低前公司應至少提前五（5）個工作日，以書面形式通知認股權證的登記持有人，而且任何此種降低均應在所有認股權證的議外股東身上產生相同的影響。資訊揭露套餐。“”代表（i）招股說明書，包括定價招股說明書，經修訂或補充者，（ii）根據證券法第433條規定，每份發行人免費書面招股說明書（每份為一“）；如有，在第的識別處，（iii）在第中所列的定價條款。發行人 自由書面招股說明書”，如有，請參見所識別的附表B所列的定價條款日程表C根據這份協議、以及（iv）當事人後來明確書面同意視為披露計劃一部分的任何其他自由書面說明書。在適用時間，披露計劃不包含任何不實陳述或遺漏任何必要的重要事實以使其中的陳述在其做出的情況下，在光照下不具誤導性。前述句子不適用於披露計劃中基於和符合承銷商信息的陳述或遺漏。

(e) 故意 省略。

(f) 發行人免費 撰寫招股書沒有任何發行人免費撰寫招股書包含與註冊文件中的資訊相衝突的資訊，包括未被取代或修改的參照其中的文件。上述的句子不適用於發行人免費撰寫招股書中基於與承銷商資訊一致並符合其而作的陳述或遺漏。

(g)  提供給承銷商的文件 公司已向承銷商提供了註冊聲明的副本，以及作為其中一部分的每份同意書和專家證明書，以及初步說明書和根據承銷商以書面合理要求的數量和位置提供的銷售說明書，已修訂或補充。

(h) 公司發佈的資料分佈公司在承銷商購入發行證券完成前，未曾分發過且不會分發與發行及銷售發行證券有關的任何募集資料，除了初步說明書、招股書、經承銷商審閱並同意的任何股票發行方自由書面說明和註冊申報書。

(i) 根據授權，執行和交付。本協議書和認股權證均已獲得適當授權，並已由各方適當執行和交付，當其他各方適當簽署和交付時，將構成公司的有效且具約束力的協議，根據其條款可依法強制執行，但在這裡權利賠償可能受到適用法律的限制，但執行可能受到破產、無力償還債務、重組、停咧或其他影響債權人權利和救濟的類似法律或一般正義原則的限制。

(j) 發行證券的授權 公司將透過承銷商出售的每一份發行證券，已經獲得所有必要企業行動的適當和有效授權，股份和認股權股份已經根據本協議保留以供發行和銷售，在公司發行並交付（包括關於認股權股份的部分，當認股權行使至期時發行、支付並交付）後將被有效發行，全部已付款且無需進一步徵詢的普通股，符合所有適用的證券法，沒有公司施加的任何留置權且不受公司施加的預先權、登記或類似權利的限制。除非在登記聲明書、資料披露文件和招股說明書中另有披露，公司已經有足夠數量的普通股作為發行與本次發行交易有關的最大數量的發行證券。

(k) 無適用 註冊或其他類似權利。沒有擁有註冊或其他類似權利的人，根據招股說明書註冊出售公司證券。

(l) 無實質不利變化除非在揭露文件中另有披露，否則在揭露文件中所提供信息的相應日期之後：（i）公司的狀況、財務狀況或其他方面、收益、業務、資產、前景或營運沒有出現任何重大不利變化，或任何可能合理預期將導致重大不利變化的發展，無論是單獨還是共同出現，無論是否源自業務日常交易（任何這樣的變化，稱為"重大不利變化"）；（ii）公司未承擔任何不屬於業務日常進行的實質負債或義務，間接或直接或有；並未進行任何不屬於業務日常進行的重大交易或協議；以及（iii）公司未就其資本股宣布、支付或發放任何類型的股利或分配。重大不利變化資本股有關公司未宣布、支付或發放任何類型的股利或分配。

(m) 獨立 會計師. 綠色增長會計師事務所對公司向證券委員會提交的作為註冊聲明一部分並包含於披露資料包及招股書中的已審核基本報表（本協議中所指的）及其相關附註發表意見的——為獨立註冊的公共會計師事務所，符合證券法和交易所法的要求。

(n) 準備 財務報表。本公司的每份歷史財務報表分別向委員會提交為 註冊聲明的一部分，包括在披露套件和招股章程中，公平地呈現所提供的資料 截至指定的日期和期間為止。該等財務報表符合適用的會計要求 根據《證券法》及《證券法規》規定，並按照國際財務報告標準擬備 (」國際財務報告準則」）在所涉及的期間一致地應用，除有關條款明確規定外 其附註，或如果是未經審核中期財務報表，而且須經年終審計正常調整的年終審計調整： 預計不是重要的。不需要以參考方式包含或合併其他財務報表或支持表 在註冊聲明中。與本公司營運、資產或負債相關的每項歷史財務資料項目 在每份初步招股章程中以摘要形式列出，並且本章程公平地以一致的基礎上公平地呈現該等資料 與註冊聲明中包含的完整財務報表。

(o) 公司成立及合法存續公司已依法成立並依法存續，作為其成立管轄區域法律下的一家公司，公司有公司權力及權限擁有、租賃和經營其財產，以及按照申報書，檔案套及招股書所述經營業務，並履行本協議下的義務。截至收盤時，公司尚不直接或間接擁有或控制任何未在檔案套中揭示的公司、協會或其他實體。

(p) 股本和其他股本事項公司授權、發行和已發行的股本如每份登記報告、披露資料套及招股章程所載（除非有後續發行，根據每份披露資料套及招股章程所描述的員工福利計劃，或根據每份披露資料套及招股章程所描述的待行使或轉換的期權、可轉換票據或認股證，視情況而定）。普通股符合，並且在按照本協議提供的條件發行並交付時，發行的證券將符合，當按照本協議提供的條件發行和交付時，在每份登記報告、披露資料套及招股章程中對其所載的描述在所有重大方面均符合，並且除非在登記報告、披露資料套和招股章程中另有披露，否則將使持有這些待發行證券的持有人享有其中所提供的適用權利和利益。在發行股份公司公開前所披露的公司股份之全部已發行和流通的股份已獲得適當授權並且有效發行，已全額支付並且不可抵允，並且已經根據適用法律發行。公司已發行的全部股份均披露在發行之前的登記報告、披露資料套和招股章程中，在發行股份公司公開之前，所有股份已根據適用法律發行。公司無違反任何優先購買權或適當公司的其他股票預先購買權和購買公司股票的其他類似權利。無已授權或已發行的期權、可轉換票據、認股權證、優先購買權、先買權或購買公司股份的其他權利，或者可轉換為或可換股或可行使成為公司股本的其他股權或債券，除了那些在登記報告、披露資料套和招股章程中所描述的之外。在登記報告、披露資料套和招股章程中所載的公司股票期權和其它股票計劃或安排，以及在該等計劃、安排、期權和權利下頒發的股票權利，準確且公平地呈現了該等計劃、安排、期權和權利應當展示的信息。不需要任何股東或公司董事會（“董事會發行和出售提供的證券都需要獲得董事會或其他股東批准。除了在登記聲明、披露文件和說明書中所述之外，公司的股份不存在任何股東協議、表決協議或其他類似協議，公司不與他人締結，也不經公司知曉與公司股東之間締結這類協議。 

(q) 不違反現有憑證；不需要進一步的授權或批准除另有披露於登記聲明書、披露文件和招股說明書外，公司並無違反其已修訂的公司章程或章程（「憲章 文件」）或違約（或經過通知或時間結束將會違約）（「預設」）下任何抵押、貸款或信用協議、票據、合同、特許權、租約或其他可能約束其的文書（包括但不限於登記聲明書附表或公司資產受限於的任何協議或合同（各稱為「現有文件」)，除了可能不會導致重大不利變化的違約。除另有披露於登記聲明書、披露文件和招股說明書外，公司對本協議與認股權證的執行、簽訂及履行，以及本次發行和發行固定股份及諸如此類的所有交易，已經獲得所有必要的公司決議授權並不會違反公司文件的條款，不會與或構成違反、違約或在現有文件下對公司的任何財產或資產施加抵押、負債或設定債務的，或需要任何其他方當事人的同意，並且不會導致違反對公司適用的任何法律、行政法規或行政或法院法令，但在子句（ii）和（iii）各自情況下，只要這種衝突、違反、違約或違法行為不可合理預期導致重大不利變化。公司對本協議和認股權證的執行、簽署及履行，以及本交易的完成以及經由登記聲明書、披露文件和招股說明書所規劃的交易，（i）已經獲得所有必要的公司決策授權並不會違反公司文件的規定，（ii）不會與或構成違反或違約或導致設立或加諸公司任何財產或資產上的抵押、負債或設定債券，或需要其他方當事人的同意，並（iii）不會違反對公司適用的任何法律、行政規章或行政或法院法令，但在子句（ii）和（iii）各自情況下，只要這種衝突、違反、違約或違法行為不可合理預期導致重大不利變化。本協議和認股權證的執行、簽署和履行，以及本交易的完成，是不需要任何法院或其他政府或監管機構或機構的同意、批准、授權或其他命令，或進行登記或提交以來，經登記聲明書、披露文件和招股說明書，本文所規劃的交易，（FINRA”).

(r) 子公司。每個 本公司的直接和間接子公司（每一個」子公司」以及集體而言，」子公司」) 已被識別在附表 D這裡。每間附屬公司均已合理成立，並有效存在於 根據情況，其成立、組織或成立的司法管轄權法律，並在法律下具備良好狀況 其註冊、組織或成立的司法管轄權，具有擁有其財產的完整權力和權力（公司或其他方式） 並按照本招股章程中所述進行其業務，並具有適當的交易資格，並在各項業務中擁有良好的地位 其經營業務或物業所有權或租賃需要該等資格的司法管轄區，除非在範圍內 若未能符合此類資格或良好地位，不會對本公司及其附屬公司造成重大不利的變化； 整體而言。除註冊聲明、披露套件及招股章程另有說明外，所有股權 每間附屬公司的權益已獲得正確有效的授權和發行，均由本公司直接或間接擁有，均為全部 根據其公司註冊證書、公司章程、組織章程細則、組織章程大綱支付 或其他組織文件，且不可評估，並且沒有任何抵押、擔保或索償（」鏈接」)。 任何附屬公司的未償還股本或股本權益均未發行違反優先權或類似權利 該附屬公司的任何證券持有人。每間附屬公司的所有構成或組織文件均符合 其註冊、組織或成立司法管轄區的適用法律要求，並且具有完全有效力和效力。分開 從附屬公司而言，本公司沒有直接或間接附屬公司或任何其他公司，該公司對其直接或間接生效 控制。除附屬公司以外，本公司不透過合約安排直接或間接控制任何實體 或以其他方式，使該實體將被視為合併的附屬實體，其財務業績將根據合併 不論該公司是否為何，包含本公司合併財務報表中的財務業績的 IFRS 直接或間接擁有少於該人的大部分權益。

(s) No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (collectively, “Actions”) pending or, to the Company’s knowledge, threatened (i) against the Company, (ii) which have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company, where in any such case (A) there is a reasonable possibility that such Action might be determined adversely to the Company and (B) any such Action, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, no material labor dispute with the employees of the Company exists or, to the Company’s knowledge, is threatened or imminent. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the knowledge of the Company, is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its Subsidiaries are in compliance with all applicable laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Neither the Company or any Subsidiary, nor any director or officer thereof, is or has within the last 10 years been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.

(t) Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) 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, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights. 

(u) All Necessary Permits, etc. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company possesses such valid and current certificates, authorizations or permits issued by the applicable regulatory agencies or bodies necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit, except where the failure to have any such permits would not reasonably be expected to result in a Material Adverse Change.

(v) Title to Properties. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned by it in the financial statements referred to in Section 1(n) above (or elsewhere in the Registration Statement, the Disclosure Package and the Prospectus), in each case free and clear of any security interest, mortgage, lien, encumbrance, adverse claim or other defect, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under legally valid, binding and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

(w) Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them with the exception of certain tax filings in Canada for the year 2021 and the related penalties. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

(x) Company Not an “Investment Company.” The Company is not, and after giving effect to payment for the Offered Securities and the application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Registration Statement, the Disclosure Package and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(y) Intentionally Omitted.

(z) No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.

(aa)  Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any other person required to be described or filed in the Registration Statement, or described in the Disclosure Package or the Prospectus, that have not been as set forth in the Registration Statement and the Prospectus, including the Pricing Prospectus.

(bb)  Disclosure Controls and Procedures. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act Regulations) designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company is not aware of (a) any significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. 

(cc) Company’s Accounting System. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company maintains a system of accounting controls designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS 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.

(dd) Money Laundering Law Compliance. The operations of the Company are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any competent governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ee) OFAC. Neither the Company, any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee or affiliate of the Company or any Subsidiary, of any other person authorized to act on behalf of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria).

(ff)  Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries, to the best of the Company or any Subsidiary’s knowledge, any director, officer, employee or affiliate of the Company, any Subsidiary or any other person authorized to act on behalf of the Company has, directly or indirectly, knowingly 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 agency or instrumentality of any government (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 might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding.

(gg) Compliance with Sarbanes-Oxley Act of 2002. The Company is in full compliance with any provision applicable to it of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications of the Sarbanes-Oxley Act.

(hh)  Exchange Act Filing. A registration statement in respect of the Common Shares has been filed on Form 8-A pursuant to Section 12(b) of the Exchange Act, which registration statement complies in all material respects with the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating either such registration.

(ii) Earning Statements. The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the EDGAR system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations. 

(jj)  Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from the issuance of the Firm Shares as may be required under Rule 463 under the Securities Act.

(kk)  Intentionally Omitted.

(ll) 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”) is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate and incorrect.

(mm)  償付能力根據公司截止日期的合併財務狀況，在考慮到公司收到的從此處出售的證券淨收益後，公司的現金流量，連同公司將獲得的收益，假如公司清算其所有資產，考慮到現金的全部預期用途後，足以支付所有應付款項或其債務的金額，當這些金額需要支付時。公司不打算承擔超出其償付能力的債務，因爲能夠償還此類債務，這就需要考慮到債務應付款項或其債務的時間和金額的成熟程度。除了在註冊聲明和招股說明書中所述的情況，公司對於有任何事實或情況使其相信公司將在任何司法管轄區的破產或重組法下申請重組或清算的情況沒有了解，這將在每個截止日期之後的一年內發生。註冊聲明和招股說明書截至本日期，說明公司或任何子公司的所有未償還且已承保的債務，或爲其公司或任何子公司做出承諾。對於本協議的目的，“"負債。”表示(x) 任何借款或超過50000美元的欠款（除交易應付賬款或業務常規信貸之外），(y) 所有擔保、背書和其他關鍵責任，涉及他人債務，不論是否應或應該反映在公司的合併資產負債表（或附註中），除了必須根據IFRS進行資本化的租賃支付現值超過5萬美元。關於應付債務，公司或任何子公司均沒有違約。

(nn)M條例規避公司未進行過任何直接或間接旨在穩定或操縱公司安防-半導體價格以促進銷售或再銷售任何推介證券的任何行動，也未據其所知授權的任何人（i）採取過此類行動。（ii）就任何推介證券買賣、買盤、購買或支付任何報酬以徵求購買意向，或（iii）支付或同意支付給任何個人任何徵求他人購買公司其他證券的報酬，但不包括在與本次發行相關的承銷商支付的報酬。

(oo)故意省略.

(pp)銀行控股公司法案公司及其子公司均不受1956年修正的《銀行控股公司法案》約束。BHCA聯邦儲備委員會聯邦儲備委員會公司或其任何子公司，直接或間接，均不擁有或控制任何類別的表決權證券中五分之一以上的流通股，亦不擁有銀行或受銀行控股公司法及聯邦儲備系統監管的任何實體25%以上的總股本。公司或其任何子公司均不對受銀行控股公司法及聯邦儲備系統監管的任何銀行或任何實體的管理或政策產生控制影響。 

(qq) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Underwriters’ request.

(rr)  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 the 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 Offered Securities to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

(ss)  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.

(tt) 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 respective 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. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Firm Shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.

Any certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Representative shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

SECTION 2.  Firm Shares.

(a) Purchase of Firm Shares. 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 Underwriters 1,500,000 Firm Shares (or Warrants in lieu thereof) at a purchase price (net of discounts) of $0.975 per Firm Share (or $0.9749 per Warrant), which shall correspond to a public offering price of $1.00 per Share (the public offering price per Warrant shall equal the public offering price per Share less $0.0001) and a public offering price of $0.99 per Warrant. The Underwriters agree to purchase from the Company all of the Firm Shares. 

(b) Delivery of Shares and Warrants and Payment for Firm Shares and Warrants. Delivery of the Shares and the Warrants and payment for the Firm Shares and Warrants shall be made at 10:00 A.M., Eastern time, on the first (1st) Business Day following the Applicable Time, or at such time as shall be agreed upon by the Underwriters and the Company, at the offices of the Representative’s counsel or at such other place as shall be agreed upon by the Underwriters and the Company. The hour and date of delivery of the Shares and the Warrants and payment for the Firm Shares and Warrants is called the “Closing Date.” The closing of the payment of the purchase price for the Firm Shares and Warrants is referred to herein as the “Closing.” Payment for the Firm Shares and Warrants shall be made on the Closing Date by wire transfer in Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Shares and the Warrants (or, as to the Shares, if uncertificated through the Fast Automated Securities Transfer Program of The Depository Trust Company (the “FAST Program”)) for the account of the Underwriters. The Firm Shares, and the Warrants, shall be registered in such names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. The Company will permit the Underwriters to examine and package the Warrants, and, if certificated, the Shares, for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares or Warrants except upon tender of payment by the Underwriters for all the Firm Shares and Warrants.

(c) Underwriting Discount. In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters, with respect to any Offered Securities sold to investors in this Offering, a two and one half percent (2.5%) underwriting discount.

(d) Right of First Refusal. The Company and Representative agree that for a period of six (6) months from the date of the Closing Date, whether or not the engagement contemplated under this Agreement is terminated (other than termination for Cause, as defined below), the Company grants Representative the right to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the "Right of First Refusal"), which right is exercisable in Representative's sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. Representative shall notify the Company of its intention to exercise the Right of First Refusal within 15 business days following notice in writing by the Company. Any decision by Representative to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of Representative and shall be subject to general market conditions. In compliance with FINRA Rule 5110(g)(6)(A), in no circumstances the Right of First Refusal shall have a duration of more than three years from the commencement of sales of the public offering or the termination date of the engagement between the Company and Representative. If Representative declines to exercise the Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to such other person or persons than the terms declined by Representative. The Right of First Refusal granted hereunder may be terminated by the Company for "Cause," which shall mean a material breach by Representative of this Agreement or a material failure by Representative to provide the services as contemplated by this Agreement. The services provided by Representative hereunder are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including, without limitation, securityholders, employees or creditors of the Company) as against Representative or its directors, officers, agents and employees.

SECTION 3.  Covenants of the Company.

The Company covenants and agrees with the Underwriters as follows:

(a) Underwriter’s Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time and ending on the later of the Closing Date or such date as, in the opinion of Representative’s counsel, the Prospectus is no longer required by law to be delivered in connection with sales by the Underwriters or selected dealers, including under circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement or the Prospectus, including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act, the Company shall furnish to the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriters reasonably object.

(b) Securities Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, including the Pricing Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Prospectus, including the Pricing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation of the Shares, Warrants and Warrant Shares, as applicable, from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

(c) Exchange Act Compliance. During the Prospectus Delivery Period, the Company will file all documents required to be filed by a foreign private issuer with the Commission pursuant to Sections 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.

(d) Amendments and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if in the opinion of the Underwriters it is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus, the Company agrees to (i) notify the Underwriters of any such event or condition (unless such event or condition was previously brought to the Company’s attention by the Underwriters during the Prospectus Delivery Period) and (ii) promptly prepare (subject to Section 3(a) and Section 3(f) hereof), file with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters and to dealers, amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.

(e) Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectus listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(f) Copies of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Underwriters, without charge, during the Prospectus Delivery Period, as many copies of each of the preliminary prospectus, the Prospectus and the Disclosure Package and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Underwriters may reasonably request.

(g) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it in the manner described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus.

(h) Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Common Shares issued in connection with the offer and sale of the Offered Securities.

(i) Internal Controls. The Company will continue to make its best efforts to establish and maintain a system of internal accounting controls designed 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 IFRS 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. The internal controls are overseen by the audit committee (the “Audit Committee”) of the Board in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”). 

(j) Exchange Listing. The Shares and Warrant Shares, as applicable, have been duly authorized for listing on the Nasdaq Capital Market, subject to official notice of issuance. The Company is in material compliance with the provisions of the rules and regulations promulgated by Nasdaq and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements (to the extent applicable to the Company as of the date hereof and the Closing Date; and subject to all exemptions and exceptions from the requirements thereof as are set forth therein, to the extent applicable to the Company). Without limiting the generality of the foregoing and subject to the qualifications above: (i) all members of the Company’s Board who are required to be “independent” (as that term is defined under applicable laws, rules and regulations), including, without limitation, all members of each of the Audit Committee, compensation committee and nominating committee of the Board, meet the qualifications of independence as set forth under such laws, rules and regulations, (ii) the Audit Committee has at least one member who is an “audit committee financial expert” (as that term is defined under such laws, rules and regulations), and (iii) that, based on discussions with Nasdaq, the Shares, and Warrant Shares, meet all requirements for listing on The Nasdaq Capital Market.

(k) Future Reports to the Underwriters. For one year after the date of this Agreement, the Company will furnish, if not otherwise available on EDGAR, to the Representative at 75 Rockefeller Plaza, Suite 1838, New York, NY 10019, Attention: Edric Guo, Chief Executive Officer: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 20-F and semi-annual financial results on Form 6-K; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock; provided that no reports, documents or other information need to be furnished pursuant to this Section 3(k) to the extent that they are available on the Commission’s EDGAR system.

(l) No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(m) Company Lock-Up Agreements. 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 ninety (90) days after the initial Closing of the Offering (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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) complete any offering of debt securities of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 

The restrictions contained in this Section (m) shall not apply to (i) Common Shares or options to employees, officers or directors of the Company or consultants to the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (ii) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (iv) Common Shares, options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; (v) Common Shares, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (vi) Common Shares, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; or (vii) the filing of a registration statement on Form S-8 with the Commission.

Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension.

Schedule E hereto contains a complete and accurate list of the Company’s officers and directors, and each participant in any private placement of the Common Shares (or securities convertible or exercisable into Common Shares) in which the Representative acted as placement agent that will be subject to a Lock-Up Agreement (collectively, 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 the form attached hereto as Exhibit A (the “Lock-Up Agreement”), prior to the execution of this Agreement.

Except as described in Schedule E, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

(n) [Reserved]. 

(o) [Reserved].

(p) OFAC. The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary or affiliated entity, joint venture partner or other Person:

A. to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

B. in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise).

(q) If all or any portion of a Warrant, is exercised at a time when there is an effective registration statement to cover the issuance of the Warrant Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date of this Agreement, the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrants and Warrant Shares) is not effective or is not otherwise available for the sale of the Warrants and Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing by email or fax to their last email address or fax number on the Company’s records that such registration statement is not then effective and thereafter shall promptly so notify such holders when the registration statement is effective again and available for the sale of the Warrants or Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any holder thereof to sell, any of the Warrants or Warrant Shares, as applicable, in compliance with applicable federal and state securities laws).

SECTION 4. Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $28,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, provided that the fees and expenses of the clearing firm shall not exceed $12,900, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions.

SECTION 5. Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Offered Securities as provided herein on the Closing Date, shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date, as though then made; (2) the timely performance by the Company of its covenants and other obligations hereunder; and (3) each of the following additional conditions:

(a) [Reserved].

(b) Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order. During the period from and after the execution of this Agreement to and including the Closing Date:

(i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or, if applicable, the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; and

(ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, if applicable, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(c) No Material Adverse Change. For the period from and after the date of this Agreement to and including the Closing Date, in the reasonable judgment of the Representative there shall not have occurred any Material Adverse Change.

(d) CFO Certificate. On the Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, (i) providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters and (ii) no facts have come to the Chief Financial Officer’s attention that leads the Chief Financial Officer to believe that the Registration Statement, Disclosure Package and the Prospectus, as of the Closing Date, contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e)  Officers’ Certificate. On the Closing Date, the Representative shall have received a written certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, in their respective capacities as such officers only, dated as of such date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus and any amendment or supplement thereto, each Issuer Free Writing Prospectus and this Agreement, to the effect that to the knowledge of such individuals:

(i) The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(ii) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Offered Securities or any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange in the United States;

(iii) Subsequent to the respective dates as of which information is given in the Disclosure Package, including the Registration Statement and the Prospectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding options or warrants or conversion of outstanding indebtedness into Common Shares) or outstanding indebtedness of the Company or any Subsidiary (except for the conversion of such indebtedness into Common Shares of the Company); (e) any dividend or distribution of any kind declared, paid or made on the Common Shares; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Change; and

(iv) such officers have carefully examined the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of the Closing Date did not include any untrue statement of a material fact and did not omit a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Disclosure Package, as of the Applicable Time and as of the Closing Date, any Issuer Free Writing Prospectus as of its date and as of the Closing, the Prospectus and each amendment or supplement thereto, 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 in which they were made, not misleading.

(f) Secretary’s Certificate. On the Closing Date, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated as of such Closing Date, certifying: (i) that each of the Company’s Charter Documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each of the Subsidiaries’ certificate of incorporation, articles of incorporation, articles of association, memorandum of association or other organizational documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of the Company’s Board relating to the Offering attached to such certificate are in full force and effect and have not been modified; and (iv) the good standing of the Company and each of the Subsidiaries (except for in such jurisdictions where the concept of good standing is not applicable). The documents referred to in such certificate shall be attached to such certificate.

(g) Comfort Letter; Bring-down Comfort Letter. On the date hereof, the Representative shall have received from Green Growth CPAs, a letter dated such date, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus. On the Closing Date, the Representative shall have received from Green Growth CPAs, a letter dated such date, in form and substance satisfactory to the Representative, to the effect that Green Growth CPAs reaffirms the statements made in the letter furnished by it on the Closing Date.

(h) 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.

(i) Exchange Listing. The Shares and Warrant Shares shall have been approved for listing on The Nasdaq Capital Market, subject to official notice of issuance.

(j) Company Counsel Opinions. On the Closing Date, the Representative shall have received the favorable opinion of each of (i) Ruskin Moscou Faltischek, P.C., special U.S securities counsel to the Company, (ii) Gowling WLG (Canada) LLP, Canadian counsel to the Company, and (iii) Girlings Solicitors LLP, United Kingdom’s counsel to the Company including, without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of the Company’s counsel filed as Exhibit 5.1 to the Registration Statement, as to the validity of each of the Offered Securities, the due incorporation of the Company and due authorization, execution and delivery of the Agreement.

(k) Additional Documents. On or before the Closing Date, the Company shall have delivered to the Representative executed copies of the Lock-Up Agreements and the Representative and counsel for the Representative shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

(l) Delivery. At the Closing Date, the Representative shall have received the Shares and the Warrants for the accounts of the Underwriters.

(m) Delivery of Warrant Shares. The Company acknowledges and agrees that, with respect to any notice(s) of exercise or election to purchase delivered by a Holder (as defined in the Warrants) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which notice(s) or election(s) may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares, subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date. The Company acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by written notice to the Company at any time on or prior to the Closing Date which termination shall be without liability on the part of any party to any other party, except that Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination.

SECTION 6. Effectiveness of this Agreement. This Agreement shall not become effective until the later of (i) the execution of this Agreement by the parties hereto and (ii) notification (including by way of oral notification from the reviewer at the Commission) by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act.

SECTION 7.  Indemnification.

(a) Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, 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; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein 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 shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from the preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party. 

(b) Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained in the preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in the preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

(c) Procedure. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially adversely prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such action shall have been brought against an indemnified party, such indemnified party shall notify the indemnifying party of such action, and the indemnifying party 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 with counsel reasonably satisfactory to the indemnified party (which counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7(a) or 7(b), as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a) or the Underwriters in the case of a claim for indemnification under Section 7(b), (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time of any such indemnified party (in addition to any local counsel), which firm shall be designated in writing by the Underwriters if the indemnified party under this Section 7 is an Underwriter Indemnified Party or by the Company if an indemnified party under this Section 7 is a Company Indemnified Party. Subject to this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. 

(d) 貢獻如果此項保障不可用或不足以使身份得到保障，則作爲替代方案，每個提供保障的方應按比例貢獻支付、應支付或其他支出的款項，該款項由身份得到保障的一方因此而遭受的任何損失、索賠、損害、費用或責任（或任何相關的行動、調查或程序）所造成（i）甲方或甲方從發售所發行的證券獲得的相對利益與乙方或乙方從發售所發行的證券獲得的相對利益之間的比例適當反映的比例；或（ii）如果第（i）段所提供的分配不被適用的法律允許，根據甲方或乙方相對於導致該等損失、索賠、損害、費用或責任（或相關的任何行動、調查或程序）的陳述、遺漏、行爲或不作爲的相對過錯適當反映的比例，同時考慮任何其他相關的公平因素。甲方和乙方相對於這個發售所得到的相對利益將被認定爲與此協議所規定的投資者根據此協議購買的發售證券的總收益（在扣除開支之前）所佔的比例相同，該佔比詳見招股書封面上的表格，與該發售有關的甲方和乙方的相對過錯將根據他們的參考一些因素而決定，其中之一是不真實或所謂的不真實陳述的材料事實或遺漏或所謂的遺漏涉及由甲方或乙方提供的信息，以及各方的意圖及其相對知識、獲得信息的機會以及糾正或預防此類不真實陳述、遺漏、行爲或不作爲; 前提是雙方同意，由承銷商向公司提供的書面信息，用於任何初步招股書、任何註冊聲明或招股書，或任何修改或補充聲明，均僅包含承銷商信息。甲方和乙方同意，如果根據本節分攤，或根據不考慮本節所述的公平考慮的平均分配或任何其他分配方法進行，是不公正和不公平的。身份得到保護的一方因此而支付或應支付的費用、損失、索賠、損害、責任、行動、調查或程序被視爲包括，就此事項而言，任何合理發生的法律或其他費用，該費用與進行調查、準備防禦或爲了防禦或出現作爲第三方證人（或與此相關的任何損失、索賠、損害、費用、責任、行動、調查或程序）而發生的費用有關。儘管本節的規定，但承銷商不需要貢獻超過在發售中由承銷商以現金收到的總折扣與承銷商已支付或因任何不真實或所謂的不真實陳述、遺漏或所謂的遺漏、行爲或所謂的行爲或不作爲的任何損害而被迫承擔的任何金額之差。無詐騙陳述的人（根據證券法第11（f）節的定義）不得要求從不犯下詐騙陳述的人那裏得到分攤。第7節。受限制的股票和受限制的股票單位。如果賠償不能或不足以使受賠償人在本協議項下免受損害，則每個賠償方應按其由發售證券所獲得的相對利益與受賠償人所獲得的相對利益（或者若適用，它們應承擔的風險水平）之比例向受賠償人分攤損失或費用，或者作爲索賠的結果而支付的款項（或者由於規定的任何行動、調查或程序）。該比例（i）應公正適當地反映每個賠償方從所發售的證券所獲得的相對利益和受賠償人從所發售的證券所獲得的相對利益之間的比例，或者（ii）如果法律禁止應用第（i）段所規定的分配，則該比例應以相應地反映賠償方之間相對過失的適當比例進行分配，同時考慮與造成該等損失或造成索賠、損害、成本或責任相關的任何其他公平考慮因素。假定從該發售收購該所擬定的證券的投資者所獲得的總收益（在扣除開支之前）與承銷商從該發售中獲得的承銷折扣的總和（在發售招股書封面所述的表格中詳細說明）之間的比例是公司和承銷商相對於參與此類發售獲得的相對利益比例。公司和承銷商之間的相對過失取決於許多因素，包括不真實陳述或所述重大事實的疏漏或所述一方提供的信息，雙方的意圖、相對知識和獲得信息的機會以及糾正這些不真實陳述或疏漏或因此而發生的行爲或疏漏的機會。此外，各方明確同意承銷商在任何初步招股書、註冊聲明或招股書或其任何修改或補充聲明中提供的信息僅構成承銷商所提供信息的全部內容。公司和承銷商同意，如果根據本條款進行分配是不公正和不公平的，分攤應根據上述公平考慮因素進行。此處發生的任何損失、索賠、損害、費用、責任、行動、調查或程序所需支付或應支付的款項應被視爲包括爲了調查、準備好辯護、抗辯或出現爲第三方證人而合理發生的法律或其他支出，或在產生該等損失、索賠、損害、費用、責任、行動、調查或程序（或其中任何一個）過程中也合理發生的其他支出。無論本條款的規定，承銷商都不需要對任何已經支付或應支付的賠償額以外的金額做出貢獻，這是因爲承銷商在發售招股書中作出的不真實或被斷言爲不真實的陳述或疏漏或所隱瞞的財務數據或商業變化所引起的或與之相關的任何索賠、損失、成本或責任被認爲屬於承銷商的責任範疇。此外，任何有過欺詐陳述的人（根據證券法11（f）的定義）都沒有權利要求任何沒有做出過該等欺詐性陳述的人提供分攤。提案424(b)條要求的適用段落，或者在引用文件據此被排除的情形下，公司將確保提交招股書補充內容的修訂或補充內容。或者，在任何被引用文件據此被排除的情形下，或根據該公司合理的意見及理由，本節的提交或不提交文件的決定應當爲公司所做出。或在蘋果首席執行官庫克大規模出售股票中，套現逾三億港元。其後，每位賠償方應根據受益方和受賠方從發行所提供的證券中獲得的相對利益的比例，向受賠方支付、應付或以其他方式發生的金額，開支，費用或責任（或就此而言的任何行動，調查或進行），或者如本條款所規定的分配不適當，（ii）不僅包括相對於第（i）段所提到的相對好處，而且還包括賠償方或責任方相對失誤的相對過失。不僅包括第（i）段所提到的相對好處，而且包括賠償方或責任方相對失誤的相對好處。本協議第7(d)項規定的相關證券法所需的費用，包括申報費用(任何與TD Cowen有關的律師費或費用除外，在(vii)項中除外)一方面，關於導致此類損失、索賠、損害、費用或責任（或與之相關的任何訴訟、調查或程序）的陳述、遺漏、行爲或不作爲，不僅涉及賠償方的相對過失，也涉及受賠方的相對過失，以及其他相關的公平考量。公司和承銷商在此次發行中分別獲得的相對利益應被視爲與根據本協議購買應約證券所得款項（在扣除費用前）佔公司獲得的總收益與承銷商在發行中獲得的總承銷折價相比的比例相同，具體比例在《招股說明書》首頁表格中載明。公司和承銷商的相對過失將根據，除其他事項外，公司或承銷商提供的信息與關於實際事實的不實或被指控不實陳述，或未予披露或被指控未予披露的重要事實是否相關，各方的意圖以及其相對知識、獲取信息的機會以及更正或阻止此類不實陳述、遺漏、行爲或不作爲的機會來確定；但各方一致同意，承銷商提供給公司用於初步招股說明書、任何註冊聲明或招股說明書中，或任何修訂版或補充資料中的書面信息僅由承銷商信息組成。公司和承銷商一致同意，根據本次本協議第7(d)項規定的相關證券法所需的費用，包括申報費用(任何與TD Cowen有關的律師費或費用除外，在(vii)項中除外)通過按比例分配或其他不考慮公平因素的分配方法來確定。作爲賠償方因損失、索賠、損害、費用、責任、訴訟、調查或程序而支付或應支付的金額不考慮上述的公平因素。本協議第7(d)項規定的相關證券法所需的費用，包括申報費用(任何與TD Cowen有關的律師費或費用除外，在(vii)項中除外)第7（d）節不僅包括相對於第（i）段所提到的相對好處，而且還包括賠償方或責任方相對失誤的相對過失。第7（d）節本協議第7(d)項規定的相關證券法所需的費用，包括申報費用(任何與TD Cowen有關的律師費或費用除外，在(vii)項中除外)如果有欺詐陳述的人（根據證券法第11（f）節的定義）沒有權利向沒有做出欺詐陳述的人要求分攤。

部分 8。 本協議的終止。截止日期之前，無論是在通知之前還是之後 委員會根據《證券法》向公司提交註冊聲明的有效性，本協議可以終止 承銷商在任何時間 (i) 交易或報價本公司任何證券時，通過書面通知本公司 應由委員會或納斯達克暫停或限制；(ii) 任何人均應宣佈暫停一般銀行業務活動 美國聯邦當局；(iii) 應發生任何國內或國際敵對行動的爆發或升級或任何危機 或災難，或美國或國際金融市場的任何變化，或任何涉及的實質性變化或發展 根據合理的判斷，美國或國際政治、金融或經濟狀況可能發生的實質性變化 承銷商的，既重要又不利，因此以方式和條款推銷已發行證券是不切實際的 招股說明書中描述或執行已發行證券的銷售合同；(iv) 公司是否應持有實質性證券 因火災、洪水、意外、颶風、地震、盜竊、破壞或其他災難或惡意行爲造成的損失，無論是否此類損失 本應已投保，代表認爲，不宜繼續交付所提供的物品 證券，（v）如果公司嚴重違反了本協議下的任何陳述、擔保或承諾，或（vi）如果 在本協議發佈之日之後，代表應得知公司的狀況或前景發生了此類重大不利變化， 或者像代表所判斷的那樣，總體市場狀況的重大不利變化將使以下做法變得不切實際 繼續發行、出售和/或交付已發行證券，或執行承銷商簽訂的出售合同 已發行證券的。根據本協議進行的任何解僱第 8 部分(a) 不承擔任何責任 公司向任何承銷商保險，但根據承銷商的要求，公司有義務償還費用 承保人僅承擔自付費用（包括合理的律師費用和開支以及相關費用） 附盡職調查報告），承銷商在FINRA第5110條允許的範圍內實際發生的與此相關的費用，減去任何費用 公司、(b) 承銷商先前向公司支付的款項，或 (c) 本協議任何一方先前向任何其他方支付的款項，但以下情況除外 的規定第 4 部分（關於自付賬款的報銷，實際上是善意的開支 由承銷商產生）和第 7 部分應始終有效，並在終止後繼續有效；前提是， 本協議雙方承認並同意，如果公司與介紹的一方完成了發行 代表在聘用書（定義見下文）終止後的十二（12）個月內由代表簽訂公司， 根據第 2 節、第 4 節和本第 8 節的規定，代表有權獲得第 2 節第 4 節和本第 8 節規定的報酬和費用 到訂婚信的第 5 節。 

第9節。無須提供諮詢或受託責任公司特此承認承銷商在提供已發行證券的發行方面僅充當承銷商的角色。 公司進一步承認，承銷商是根據本協議獨立創建的合同關係行事，雙方不打算讓承銷商在任何情況下充當或對公司、管理層、股東、債權人或任何其他人負責的受託人，無論承銷商在發行已發行證券的活動方面可能採取或已經採取，不管是在本協議簽署日期之前還是之後。 承銷商特此明確聲明不對公司承擔任何受託或類似義務，無論是與本協議規定的交易有關還是與這些交易前的任何事項有關，公司特此確認其理解和同意。 公司特此進一步確認其理解，沒有任何承銷商在本協議約定的發行或導致該發行的過程中已承擔向公司提供諮詢或受託責任，包括但不限於與已發行證券定價有關的任何談判；並且公司已就本協議和發行有關事宜與其自己的法律和財務顧問進行了適當的諮詢。 公司和承銷商同意，他們各自負責就任何此類交易作出自己的獨立判斷，並且承銷商向公司表達的有關該等交易的任何意見或看法，包括但不限於就公司證券的價格或市場發表的任何意見或看法，均不構成對公司的建議或推薦。 公司特此放棄並免除，且在法律允許的最大範圍內，免除公司可能對承銷商因本協議規定的交易或與此類交易前的任何事項有關的任何違約或涉嫌違約的任何受託或類似責任提出的任何主張。

第10節。 在交付後仍然有效的代表和賠償; 第三方受益人根據本協議載明或根據本協議作出的公司、其高管以及承銷商的相應賠償、協議、陳述、保證和其他聲明，無論承銷商或公司或其合作伙伴、高管或董事或任何控制人代表進行的調查，均將保持完全有效，並且將在此協議項下出售的可供出售證券的交付和付款以及本協議的任何終止後繼續有效。

第11節。通知所有通信均應以書面形式發送，並通過郵寄、親自遞送、電子郵件或傳真方式發送，並向相關方予以確認:

如果是對承銷商的通知

美國銀證券有限責任公司

75 Rockefeller Plaza，1838號套房

紐約市，紐約州，10019

注意：Bradley Richmond

郵箱：brichmond@univest.us

傳真號碼：212-966-0648

附一份副本（但此不構成通知）抄送給：

Sullivan & Worcester LLP

美洲大道1251號

紐約，紐約 11020

注意：David E. Danovitch，Esq。

電子郵件：ddanovitch@sullivanlaw.com

傳真號碼：(212) 660-3001 

如果是公司的通知：

Akanda公司。
1a, 10億Learoyd Road

新羅密 TN28 8XU，英國

注意：Katie Field，首席執行官

郵箱：katie@akandacorp.com

傳真號碼：

附一份副本（這不構成通知。) 至：

Ruskin Moscou Faltischek, P.C.

1425 RXR Plaza, 東塔架, 15樓

紐約州聯合城，郵編11556

注意：Stephen E. Fox，律師。

郵箱：sfox@rmfpc.com

傳真號碼：(516) 663-6880

任何一方可以通過書面通知變更接收通信的地址。

第12節繼任者。本協議將使雙方及在本協議中提及的僱員、官員、董事和控制人受益並對其具有約束力。第7節。受限制的股票和受限制的股票單位。，在每種情況下，它們各自的繼任者（succesors）具有權利也負有義務，其他個人不得在此項協議下享有任何權利或義務。繼任者該術語"Offered Securities"並不僅因購買所發行的證券而包括任何購買者。

章節 13. 以下所有通信必須以書面形式發送，可通過郵寄、親手遞送、電子郵件或傳真方式發送，並確認發件方如下:部分無效任何本協議的任何部分、段落或條款的無效或不可執行性，均不影響本協議的任何其他部分、段落或條款的有效性或可執行性。如果本協議的任何部分、段落或條款想因任何原因被判定爲無效或不可執行，應視爲作出必要的細微更改（僅限於必要的細微更改），以使其有效和可執行。

SECTION 14. Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof.

SECTION 15. Consent to Jurisdiction. No legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a “Related Proceeding”) may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified Courts”) shall have jurisdiction over the adjudication of any Related Proceeding, and the parties to this Agreement hereby irrevocably consent to the exclusive jurisdiction the Specified Courts and personal service of process with respect thereto. The parties to this Agreement hereby irrevocably waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

SECTION 16. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering, except for those specific provisions of the Engagement Letter between the Company and the Representative, dated as of September 9, 2024 (the “Engagement Letter”), that are not related to the Offering, each of which provisions shall remain in full force and effect for the term of the Engagement Letter and provided that, in the event of any conflict between the terms of this Agreement and the Engagement Agreement, the terms of this Agreement shall control. This Agreement may be executed in two (2) or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties hereto only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of such parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package, the preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement.

Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.

SCHEDULE A

SCHEDULE B

Issuer Free Writing Prospectus(es)

None.

SCHEDULE C

Pricing Information

Number of Firm Shares: 258,940

Number of Pre-Funded Warrants: 1,241,060

Public Offering Price per Firm Share: $1.00

Public Offering Price per Warrant: $0.99

Underwriting Discount per Firm Share: $0.025

Underwriting Discount per Warrant: $0.025

Initial Exercise Price of Warrants: $0.0001

Proceeds to Company (before expenses): $1,500,000

SCHEDULE D

Subsidiaries

SCHEDULE E

Lock-Up Parties

Executive Officers and Directors:

Katharyn Field

Gurcharn Deol

Christopher Cooper

Jatinder Dhaliwal

David Jenkins

EXHIBIT A

Form of Lock-Up Agreement

__________________, 2024

Univest Securities, LLC

75 Rockefeller Plaza

New York, New York 10019

Re: Akanda Corp.—Public Offering

Ladies and Gentlemen:

The undersigned, a holder of common shares, no par value (“Shares”), or rights to acquire Shares, of Akanda Corp. (the “Company”), understands that you are the representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”) named or to be named in the final form of the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, providing for the public offering (the “Public Offering”) of Shares and if applicable, other securities (collectively, the “Securities”) pursuant to a registration statement filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company, the Representative and the other Underwriters that, without the prior written consent of the Representative, the undersigned will not, during the period specified in the following paragraph (the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of (each a “Transfer”) any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant Security” means any Share, warrant to purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date of closing of the Public Offering or acquired by the undersigned during the Lock-Up Period.

The restrictions in the foregoing paragraph shall not apply to any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations) of options, or warrants to purchase Shares; provided that any Shares received upon such exercise, conversion or exchange will be subject to this Lock-Up Period. The Lock-Up Period will commence on the date of the Public Offering and continue and include the date that is ninety (90) days after the closing of the Public Offering.

In addition, the undersigned further agrees that, except for the registration statement filed or to be filed in connection with the Public Offering, during the Lock-Up Period the undersigned will not, without the prior written consent of the Representative: (a) file or participate in the filing with the SEC of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security, or (b) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security.

In furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

provided, in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Underwriters and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date of this Lock-Up Agreement.

The undersigned understands that, 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 Securities to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.

The undersigned, whether or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon 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, without regard to the conflict of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.

Ex. A-3