UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2024
Commission
File Number: 333-281693
HOMESTOLIFE
LTD
(Registrant’s Name)
6
Raffles Boulevard, #02-01/02
Marina
Square, Singapore 039594
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry
into a Material Definitive Agreement.
On
September 30, 2024, HOMESTOLIFE LTD (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with US Tiger Securities, Inc., as underwriter named thereof, in connection with its initial public offering (“IPO”)
of 1,437,500 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) at a price of $4 per share,
including 187,500 shares sold upon full exercise of the underwriter’s option to purchase additional shares. The Company’s
Registration Statement on Form F-1 (File No. 333-281693) for the IPO, originally filed with the U.S. Securities and Exchange Commission
(the “Commission”) on August 22, 2024 (as amended, the “Registration Statement”) was declared effective
by the Commission on September 30, 2024.
The
foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement,
which is attached hereto as Exhibit 10.1 to this Current Report on Form 6-K (this “Report”), and which its incorporated
herein in its entirety by reference.
Other
Events.
In
connection with the IPO, the Company adopted a code of business conduct and ethics, audit committee charter, compensation committee charter,
nomination committee charter and a clawback policy, copies of which are attached as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto,
respectively, and incorporated herein by reference.
On
September 30, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.6
to this Report.
On
October 2, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.7 to
this Report.
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
SIMPPLE
LTD. |
| |
|
|
| Date:
October 2, 2024 |
By: |
/s/
Phua Mei Ming |
| |
Name:
|
Phua
Mei Ming |
| |
Title: |
Chief
Executive Officer |
Exhibit
1.1
Homestolife
Ltd
Ordinary
Shares, par value $0.0001 each
UNDERWRITING
AGREEMENT
September
30, 2024
US
Tiger Securities, Inc. (“US Tiger”)
437
Madison Ave., 27th Floor
New
York, NY 10022
As
the representative of the several Underwriters named in Schedule I hereto (the “Representative”)
Ladies
and Gentlemen:
Homestolife
Ltd, an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company”), proposes,
subject to the terms and conditions in this agreement (the “Agreement”), to issue and sell to the several underwriters
listed in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 1,250,000 Ordinary Shares, par value
$0.0001 each (the “Ordinary Shares”) of the Company (the “Firm Shares”). At the option of the Underwriters,
the Company agrees, subject to the terms and conditions herein, to issue and sell to the Underwriters up to an aggregate of 187,500 additional
Ordinary Shares of the Company (the “Option Shares”). The respective number of Shares to be purchased by each Underwriter
is set forth opposite its name in Schedule I hereto. The Firm Shares and the Option Shares are herein referred to collectively
as the “Shares,” and the offering of the Shares pursuant to the Agreement, the “Offering.”
Definitions
“Affiliate”
has the meaning set forth in Rule 405 under the Securities Act.
“Applicable
Time” means 4:00 pm New York State time on the date of this Agreement when the first time that sales of the Shares are made
by the Underwriters.
“Bona
Fide Electronic Road Show” means a “bona fide electronic road show” (as defined in Rule 433(h)(5) under the Securities
Act) that the Company has made available without restriction by “graphic means” (as defined in Rule 405 under the Securities
Act) to any person.
“Business
day” means a day on which the Nasdaq (as defined in Section 1(ddd)) is open for trading and on which banks in New York and
the Republic of Singapore (“Singapore”) are open for business and not permitted by law or executive order to be closed.
“Commission”
means the United States Securities and Exchange Commission.
“Emerging
Growth Company” means an “emerging growth company” (as defined in Section 2(a) of the Securities Act).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Final
Prospectus” means the prospectus in the form first filed with the Commission pursuant to and within the time limits described
in Rule 424(b) under the Securities Act.
“Free
Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.
“Investment
Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
“Issuer
Free Writing Prospectus” means an “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Securities
Act).
“Preliminary
Prospectus” means any preliminary prospectus included in the Registration Statement, as originally filed or as part of any
amendment or supplement thereto, or filed with the Commission pursuant to Rule 424 under the Securities Act.
“Pricing
Disclosure Package” means the Pricing Prospectus collectively with the documents and pricing information set forth in Schedule
II hereto.
“Pricing
Prospectus” means the Preliminary Prospectus included in the Registration Statement immediately prior to the Applicable Time.
“Prospectus
Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel
for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule
172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.
“Registration
Statement” means (a) the registration statement on Form F-1 (File No. 333-281693), including a prospectus, registering the
offer and sale of the Shares by the Company under the Securities Act as amended at the time the Commission declared it effective, including
each of the exhibits, financial statements and schedules thereto, (b) any Rule 430A Information, and (c) any Rule 462(b) Registration
Statement.
“Rule
430A Information” means the information deemed, pursuant to Rule 430A under the Securities Act, to be part of the Registration
Statement at the time the Commission declared the Registration Statement effective.
“Rule
462(b) Registration Statement” means an abbreviated registration statement to register the offer and sale of additional Ordinary
Shares pursuant to Rule 462(b) under the Securities Act.
“Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Written
Communication” has the meaning set forth in Rule 405 under the Securities Act.
As
used herein, the terms “Registration Statement,” “Preliminary Prospectus,” “Pricing Prospectus,”
“Pricing Disclosure Package,” and “Final Prospectus” shall include the documents, if any, incorporated by reference
therein as of the date hereof.
1.
Representations and Warranties of the Company.
The
Company hereby represents and warrants to, and agrees with, each Underwriter that:
(a)
Registration Statement.
(i)
The Company has prepared and filed the Registration Statement with the Commission under the Securities Act. The Commission has declared
the Registration Statement and any amendment or supplement thereto effective under the Securities Act on September 30, 2024. The Commission
has not issued any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any
order preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary
Prospectus, any Issuer Free Writing Prospectus, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against
the Company or related to the offering of the Shares have been initiated, are pending before or, to the best of Company’s knowledge
after due inquiry, threatened by the Commission. The Company has complied in all material respect with each request, if any, from the
Commission for additional information.
(ii)
The Registration Statement, at the time it became effective, did not contain, and any post-effective amendment thereto, as of the effective
date of such amendment, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided, however, that no representation is made by the Company
with respect to the Underwriter Information (as defined below), all of which information was provided by the Representative for inclusion
in the Prospectus.
(iii)
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective and at the date hereof,
complied and will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder.
(b)
Pricing Disclosure Package. The Pricing Disclosure Package and any post-effective amendment thereto, as of the Applicable Time,
did not, and as of the Closing Date (as defined below) and as of any Additional Closing Date (as defined below), as the case may be,
will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made
by the Company with respect to the Underwriter Information (as defined below), all of which information was provided by the Representative
for inclusion in the Pricing Disclosure Package.
(c)
Final Prospectus.
(i)
Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission
pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did
not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to the Underwriter Information. For purpose of this Agreement, the “Underwriter
Information” shall mean the written information furnished to the Company by such Underwriter through the Representative expressly
for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the names
and addresses of the Underwriters disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
(ii)
Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule
424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will
comply with the Securities Act.
(d)
Preliminary Prospectuses.
(i)
Each Preliminary Prospectus, as of the time it was filed with the Commission pursuant to Rule 424(a) under the Securities Act, did not
contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty
with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.
(ii)
Each Preliminary Prospectus, at the time it was filed with the Commission pursuant to Rule 424(a) under the Securities Act, complied
in all material respects with the Securities Act.
(e)
Issuer Free Writing Prospectuses.
(i)
Each Issuer Free Writing Prospectus, when considered together with the Registration Statement, Preliminary Prospectus or Pricing Disclosure
Package, or delivered prior to the delivery of the Final Prospectus, did not, as of the date of such Issuer Free Writing Prospectus,
and will not, as of the Closing Date and as of any Additional Closing Date, as the case may be, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading.
(ii)
Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be,
filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission
thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act or that was prepared by or on behalf of or used or referred to by the Company (A) complies or will comply with the Securities
Act and the applicable rules and regulations of the Commission thereunder and (B) does not conflict and will not conflict with the information
contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus
deemed to be a part thereof that has not been superseded or modified.
(iii)
The Company has filed, or will file, with the Commission, if any, within the time period specified in Rule 433(d) under the Securities
Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available
any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any
“road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection
with the offering of the Shares. Each Road Show, including each Bona Fide Electronic Road Show, when considered together with the Registration
Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, except that no representation is made as to the Underwriter Information.
(iv)
Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic Road Shows, if any, each
furnished to the Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated
in the planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer
to or participate in the planning for use of, any Free Writing Prospectus. The Company has satisfied and agrees that it will satisfy
the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic Road Show.
(f)
No Other Disclosure Materials. Other than the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, each
Preliminary Prospectus, and each Issuer Free Writing Prospectus (if any), the Company (including its agents and representatives) has
not, directly or indirectly, distributed, prepared, used, authorized, approved or referred to, and will not distribute, prepare, use,
authorize, approve or refer to, any offering material in connection with the offering and sale of the Shares.
(g)
Ineligible Issuer and Foreign Private Issuer. The Company is not an “ineligible issuer” in connection with the offering
pursuant to Rules 164, 405 and 433 under the Securities Act, without taking into account any determination by the Commission pursuant
to Rule 405 under the Securities Act that it is not necessary that the Company be considered an ineligible issuer; the Company is (A)
a “foreign private issuer” within the meaning of Rule 405 under the Securities Act and (B) eligible to register the offer
and sale of the Shares on Form F-1 adopted by the Commission.
(h)
EGC Status and Testing-the-Waters Communication.
(i)
From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date
on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication)
through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities
Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
(ii)
The Company (A) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent
of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act
or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act, and (B) has not authorized anyone
other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been
authorized to act on its behalf in undertaking Testing-the-Waters Communications.
(iii)
The Company has not distributed any Written Testing-the-Waters Communications other than those approved by the Representative with prior
written consent. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written
communication within the meaning of Rule 405 under the Securities Act. As of the Closing Date and each Additional Closing Date in connection
with the offering when the Final Prospectus is not yet available to prospective purchasers, no individual Written Testing-the-Waters
Communications, when considered together with the Pricing Disclosure Package, included, includes or will include an untrue statement
of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(i)
Due Authorization.
(i)
The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all
action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation
by it of the transactions contemplated hereby has been duly and validly taken.
(ii)
The Registration Statement, the Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package, the Final Prospectus
and any Issuer Free Writing Prospectus, and the filing of the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus,
the Pricing Disclosure Package, the Final Prospectus and any Issuer Free Writing Prospectus with the Commission have been duly authorized
by and on behalf of the Company, and the Registration Statement has been duly executed pursuant to such authorization by and on behalf
of the Company.
(j)
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization,
execution and delivery by the other parties hereto, constitutes a valid and legally binding agreement of the Company, enforceable in
accordance with its terms, except as (i) the enforcement hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether
considered in a proceeding at law or in equity) relating to enforceability and (ii) rights to indemnification and contribution hereunder
may be limited by applicable law and public policy considerations, which exceptions in subsections (i) and (ii) above are referred to
as the “Enforceability Exceptions.” To ensure the legality, validity, enforceability or admissibility into evidence
in the Cayman Islands of this Agreement, it is not necessary that this Agreement be filed or recorded with any court or other authority
in the Cayman Islands or any other documents to be furnished hereunder.
(k)
No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any
securities of the Company registered for sale under the Registration Statement or included in the offering.
(l)
No Material Adverse Change. Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus,
since the date of the most recent audited financial statements included in the Registration Statement, the Pricing Disclosure Package
and the Final Prospectus: (i) there has been no material adverse change, or any development or event that would result in a material
adverse change, in or affecting the condition (financial or otherwise), earnings, business, properties, management, financial position,
shareholder’s equity, results of operations or prospects, whether or not arising from transactions in the ordinary course of business,
of the Company and its Subsidiaries (as defined below), considered as one entity, or adversely affect the performance by the Company
of its obligations under this Agreement (a “Material Adverse Change”); (ii) there has been no change in the share
capital (other than the issuance of Ordinary Shares upon the exercise or settlement (including any “net” or “cashless”
exercises or settlements) of share options, restricted share units or warrants described as outstanding, as described in the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus, or material adverse change in the revenue, net current assets, net
assets, short-term debt or long-term debt of the Company or any of its Subsidiaries, considered as one entity; (iii) the Company and
its Subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent (whether
or not in the ordinary course of business); nor entered into any transaction or agreement (whether or not in the ordinary course of business)
that is material to the Company and its Subsidiaries, considered as one entity; (iv) there has been no dividend or distribution of any
kind declared, set aside for payment, paid or made by the Company or any of its Subsidiaries on any class of share or share capital,
or no repurchase or redemption by the Company or any of its Subsidiaries of any class of share or share capital; (v) neither the Company
nor any of its Subsidiaries has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired
any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any business
or any other asset; or (D) agreed to take any of the foregoing actions; and (vi) neither the Company nor any of its Subsidiaries has
sustained any material loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action, order or decree.
(m)
Organization and Good Standing of the Company and its Subsidiaries.
(i)
The Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands, is duly qualified
to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business
requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate
and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association and
any other constitutive or organizational documents of the Company comply with the requirements of applicable Cayman Islands law and are
in full force and effect. The second amended and restated memorandum and articles of association of the Company to be adopted on the
Closing Date, a form of which was filed as Exhibit 3.1 to the Registration Statement (the “Company M&A”), comply
with the requirements of applicable Cayman Islands laws and, immediately following closing on the Closing Date of the Shares offered
and sold hereunder, will be in full force and effect. Complete and correct copies of all constitutive documents of the Company and all
amendments thereto have been delivered to the Representative (except for the adoption of the Company M&A on the Closing Date), no
change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date.
(ii)
Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary”
and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. The Company
owns, directly or indirectly, all of the Company’s portion of shares or capital stock or other equity interests of each Subsidiary
free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions,
and all of the issued and outstanding shares or shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities. Each of the Subsidiaries has been duly incorporated,
is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good
standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct
its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing
is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries
comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect.
Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect
effective control.
(n)
Capitalization.
(i)
The authorized number of shares of the Company conforms as to legal matters to the description thereof contained in the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus. All of the outstanding Ordinary Shares of the Company have been duly
authorized and validly issued and are fully paid and non-assessable. The Shares have been duly authorized and, when issued and paid for
as contemplated herein, will be validly issued, fully paid and non-assessable. As of the date hereof, the Company has duly authorized
and outstanding shares as set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the
heading “Capitalization” and “Description of Share Capital” and as of the Closing Date, the Company shall have
the duly authorized and outstanding capitalizations as set forth in the Registration Statement, the Pricing Disclosure Package and the
Final Prospectus under the heading “Capitalization” and “Description of Share Capital.”
(ii)
None of the outstanding Ordinary Shares or any other equity interest of the Company or the Subsidiaries was issued in violation of any
preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company or the Subsidiaries.
Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no authorized or
outstanding options, warrants, preemptive rights, rights of first refusal or other rights to acquire, or instruments convertible into
or exchangeable or exercisable for, or any obligation of the Company to issue, any Ordinary Shares or other equity interest in, the Company
or any of its Subsidiaries. All of the outstanding Ordinary Shares of, or other equity interest in, each of the Company’s Subsidiaries
(A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) are owned by the Company, directly or
indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, charge, claim or restriction on voting or transfer
(collectively, “Liens”). There are no restrictions on the transfer of the Ordinary Shares under the laws of the Cayman
Islands or the United States, aside from those restrictions which are contained in the Company M&A and described in the Registration
Statement, and other than with respect to the Ordinary Shares that are “restricted securities” as defined under Rule 144
of the Securities Act and Ordinary Shares that are subject to the Lock-Up Agreement (as defined below).
(o)
No Violation or Default. Neither the Company nor any of its Subsidiaries is: (i) in breach or violation of its business license,
memorandum and articles of associations or similar constitutional or organizational documents; (ii) in default, and no event has occurred
that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant,
condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, contract, undertaking or other agreement
or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound
or to which any property, right or asset of the Company or any of its Subsidiaries is subject; or (iii) in breach or violation of any
laws, statutes, rules, regulations, judgments, orders, decrees or writs, guidelines or notices of any court, arbitrator, governmental
or regulatory authority, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its
Subsidiaries, or any of their respective properties, operations or assets (each a “Governmental Entity”) (including,
but not limited to, any applicable laws or regulations concerning the dissemination of information over the Internet and user privacy
protection), except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in
the aggregate, have a Material Adverse Change.
(p)
No Conflicts. None of (i) the execution, delivery and performance of this Agreement by the Company, (ii) the issuance, sale and
delivery of the Shares, (iii) the application of the proceeds of the offering as described under “Use of Proceeds” in the
Registration Statement, the Pricing Disclosure Package and the Final Prospectus, or (iv) the consummation of the transactions contemplated
herein will: (A) result in any breach or violation of the terms or provisions of the memorandum and articles of association or similar
constitutional or organizational documents of the Company or any of its Subsidiaries; (B) conflict with, result in a breach or violation
of any of the terms or provisions of, constitute a default under, result in the termination, modification, or acceleration of, or result
in the creation or imposition of any Lien upon any property, right or asset of the Company or any of its Subsidiaries pursuant to, any
indenture, mortgage, deed of trust, loan agreement, note agreement, contract, undertaking or other agreement, obligation, condition,
covenant, or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound or to which any property, right or asset of the Company or any of its Subsidiaries is subject; or (C) result in the breach or
violation of any law, statute, judgment, order, rule, decree or writ, regulation, guideline or notice of any Governmental Entity having
jurisdiction over the Company or any of its Subsidiaries or any of their respective properties, rights or assets, except, in the case
of clauses (B) and (C) above, for any such conflict, breach, violation, default, and Liens that would not, individually or in the aggregate,
have a Material Adverse Change.
(q)
No Consents Required. No consent, approval, authorization, order, filing, registration, license or qualification of or with any
Governmental Entity is required for (i) the execution, delivery and performance by the Company of this Agreement; (ii) the issuance,
sale and delivery of the Shares; or (iii) the consummation of the transactions contemplated herein, except for such consents, approvals,
authorizations, orders, filings, registrations or qualifications as (A) have already been obtained or made or will have been obtained
or made by the effective date of the Registration Statement and are or will on such effective date be in full force and effect, as described
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (B) may be required by FINRA, and (C) may be
required under applicable state securities laws in connection with the purchase, distribution and resale of the Shares by the Underwriters.
(r)
Independent Accountants. Audit Alliance LLP, which expressed its unqualified opinion with respect to the consolidated financial
statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules included in the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus, is an independent registered public accounting firm with respect
to the Company within the meaning of the rules and regulations of the Commission and the Public Company Accounting Oversight Board and
as required by the Securities Act.
(s)
Financial Statements and Other Financial Data. The financial statements, together with the related notes and schedules, included
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus comply in all material respects with the applicable
requirements of the Securities Act and the related rules and regulations adopted by the Commission and present fairly, in all material
respects, the consolidated financial position of the Company and the Subsidiaries as of and at the dates indicated and the consolidated
results of operations, cash flows and changes in shareholders’ equity of the Company for the periods specified. Such financial
statements, notes and schedules have been prepared in conformity with the accounting principles generally accepted in the United States
of America (“U.S. GAAP”) applied on a consistent basis throughout the periods involved. The historical financial data
set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the captions “Capitalization”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to the extent such historical
financial data are extracted or derived from the consolidated financial statements and the related schedules and notes thereto have been
duly extracted or derived from the consolidated financial statements and present fairly the information set forth therein on a basis
consistent with that of the audited consolidated financial statements included in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus. Except as included therein, no historical or pro forma financial statements or supporting schedules
are required to be included in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus under the Securities
Act or the rules and regulations promulgated thereunder. The other financial data contained in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial
statements and books and records of the Company; and the Company and the Subsidiaries do not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations) not described in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus.
(t)
Critical Accounting Policies. The section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” together with the notes to consolidated financial statements for the years ended December 31, 2023, 2022
and 2021, in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus accurately and fairly describes (i)
the accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition
and results of operations and that require management’s most difficult subjective or complex judgment; (ii) the material judgments
and uncertainties affecting the application of critical accounting policies and estimates; (iii) the likelihood that materially different
amounts would be reported under different conditions or using different assumptions and an explanation thereof; (iv) all material trends,
demands, commitments and events known to the Company, and uncertainties, and the potential effects thereof, that the Company believes
would materially affect its liquidity and are reasonably likely to occur; and (v) all off-balance sheet commitments and arrangements
of the Company and its Subsidiaries, if any. The Company’s directors and management have reviewed and agreed with the selection,
application and disclosure of the Company’s critical accounting policies as described in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus and have consulted with its independent accountants with regards to such disclosure.
(u)
Statistical and Market-Related Data. The statistical, industry-related and market-related data included in the Registration Statement,
the Pricing Disclosure Package and the Final Prospectus are based on or derived from sources that the Company in good faith believes
to be accurate and reliable, and such data agree with the sources from which they are derived, and the use and inclusion of such data
in the Registration Statement, the Pricing Disclosure and the Final Prospectus is permissible and does not require any consent from any
party.
(v)
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) included in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus (including all
amendments and supplements thereto) has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(w)
Legal Proceedings. (i) There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations,
inquiries or proceedings (collectively, “Actions”) pending, threatened or to the best of Company’s knowledge
after due inquiry, contemplated by the Governmental Entity to which the Company or any of its Subsidiaries is or may be a party or to
which any property, right or asset of the Company or any of its Subsidiaries is or may be the subject, except such that would not individually
or in the aggregate result in a Material Adverse Change; (ii) there are no such Actions known to the Company that are required to be
described in the Registration Statement or the Pricing Disclosure Package or the Final Prospectus and are not so described; and there
are no contracts, agreements, or other documents that are required to be described in the Registration Statement or the Pricing Disclosure
Package or the Final Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required,
except such that would not individually or in the aggregate result in a Material Adverse Change; and (iii) the Company’s directors
and executive officers are not a party to any such Action(s) that (A) would result in such director or officer to be unsuitable for his
or her position on the board or in the Company, as the case may be, (B) would individually or in the aggregate constitute a Material
Adverse Change, or (C) are required to be described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus
but are not so described.
(x)
Labor Disputes. No labor disturbance by or dispute with the employees or third-party contractors of the Company or any of its
Subsidiaries exists or to the best of Company’s knowledge after due inquiry, is threatened or contemplated, except such that would
not individually or in the aggregate result in a Material Adverse Change; and the Company is not aware of any existing, threatened or
contemplated labor disturbance by the employees of any of the principal customers and suppliers, except such that would not individually
or in the aggregate result in a Material Adverse Change. The Company and its Subsidiaries are and have been in all times in compliance
with all applicable labor laws and regulations in all material respects, and no governmental investigation or proceedings with respect
to labor law compliance exists, or to the best of Company’s knowledge after due inquiry, is imminent.
(y)
Intellectual Property Rights.
(i)
The Company and its Subsidiaries own, possess, have the full right to use all patents, patent applications, trademarks, service marks,
trade names, trademark and service mark applications, domain names and other source indicators, copyrights and copyrightable works, technology
and know-how, trade secrets, inventions, licenses, approvals, proprietary or confidential information and all other intellectual property
and related proprietary rights, interests and protection (collectively, the “Intellectual Property Rights”) necessary
to conduct their respective businesses in all applicable jurisdictions, or can acquire sufficient Intellectual Property Rights on reasonable
terms necessary to conduct their respective businesses in all applicable jurisdictions.
(ii)
(A) To the best of Company’s knowledge after due inquiry, there are no rights of third parties to any of the Intellectual Property
Rights owned by the Company or its Subsidiaries; (B) to the best of Company’s knowledge after due inquiry, there is no infringement,
misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute
any of the foregoing, by the Company or its Subsidiaries or third parties of any of the Intellectual Property Rights of the Company or
its Subsidiaries (and neither the Company nor any of its Subsidiaries is otherwise aware of any such infringement, misappropriation,
breach, default or other violation), except for such infringement, misappropriation or other conflict as, if the subject of an unfavorable
decision, would not have a Material Adverse Change; (C) there are no pending or, to the best of Company’s knowledge after due inquiry,
threatened Actions by others challenging the Company’s or the Subsidiaries’ rights in or to, or the violation of any of the
terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for
any such Actions; (D) there are no pending or, to the best of Company’s knowledge after due inquiry, threatened Actions by others
challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which
would form a reasonable basis for any such Actions; (E) there are no pending or, to the best of Company’s knowledge after due inquiry,
threatened Actions by others that the Company or any Subsidiary infringes, misappropriates or otherwise violates or conflicts with any
Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable
basis for any such Actions; and (F) none of the Intellectual Property Rights used by the Company or its Subsidiaries in their businesses
has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company
or its Subsidiaries in violation of the rights of any persons.
(z)
Licenses and Permits.
(i)
The Company and its Subsidiaries possess all valid and current certificates, authorizations, approvals, licenses, permits, consents,
and declarations (collectively, the “Authorizations”) issued by, and have made all declarations, amendments, supplements,
reports and filings with, the appropriate local, provincial or state, national or federal or foreign regulatory agencies or bodies having
jurisdiction over the Company and each of its Subsidiaries and their respective assets, rights and properties that are necessary to own,
lease and operate their respective properties and to conduct their respective businesses as set forth in the Registration Statement,
the Pricing Disclosure Package and the Final Prospectus;
(ii)
all such Authorizations are valid and in full force and effect and the Company and its Subsidiaries are in compliance with the terms
and conditions of all such Authorizations, and contain no burdensome restrictions or conditions; and
(iii)
neither the Company nor any of its Subsidiaries has received notice of any revocation, termination or modification of, or non-compliance
with, any such Authorization or has any reason to believe that any such Authorization will not be renewed in the ordinary course.
(aa)
Title to Property. The Company and its Subsidiaries have good and marketable title to all material personal property, free and
clear of all Liens, defects and imperfections of title; and any real property and buildings held under lease by the Company and its Subsidiaries
are held by them under valid, subsisting and enforceable leases, except such Liens, defects and imperfections as (i) are disclosed in
the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, or (ii) do not materially 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 and its Subsidiaries.
(bb)
Taxes. The Company and each of its Subsidiaries have filed all national or federal, provincial or state, local and foreign tax
returns required to be filed through the date hereof or have timely requested extensions thereof and have paid all taxes required to
be paid thereon, except where the failure to make such payment or filing will not have Material Adverse Change, and to the best of the
Company’s knowledge after due inquiry, no tax deficiency has been determined adversely to the Company or any of its Subsidiaries
by any tax authorities (nor does the Company nor any of its Subsidiaries has any notice or knowledge of any tax deficiency which could
reasonably be expected to be determined adversely to the Company or its Subsidiaries by any tax authorities). The charges, accruals and
reserves on the books of the Company in respect of any income and other tax liability are adequate to meet any assessments for any taxes
of the Company accruing through the end of the last period specified in such consolidated financial statements. Any unpaid income and
other tax liability of the Company for any years not finally determined have been accrued on the Company’s consolidated financial
statements in accordance with U.S. GAAP. To the best of Company’s knowledge after due inquiry, all local and national Singapore
governmental tax holidays, exemptions, waivers, financial subsidies, and other local and national Singapore tax relief, concessions and
preferential treatment enjoyed by the Company or any of the Subsidiaries as described in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus are valid, binding and enforceable and do not violate any laws, regulations, rules, orders, decrees,
guidelines, judicial interpretations, notices or other legislation of Singapore.
(cc)
No Stamp or Transaction Taxes. Except as described in the Registration Statement, no transaction, stamp, documentary, registration,
issuance, transfer, or other similar taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf
of the Underwriters to the government of Singapore, the United States or the Cayman Islands or any political subdivision or taxing authority
thereof in connection with:
(i)
the creation, allotment, and issuance of the Shares by the Company,
(ii)
the sale, transfer or delivery by the Company of the Shares to or for the respective accounts of the several Underwriters,
(iii)
the purchase from the Company and the sale, transfer or delivery by the Underwriters of the Shares to the initial purchasers thereof
in the manner contemplated by this Agreement, or
(iv)
the execution and delivery of and performance under this Agreement.
(dd)
Passive Foreign Investment Company. The Company was not a passive foreign investment company (“PFIC,” as defined
in Section 1297 of the United States Internal Revenue Code of 1986, as amended, the “Code”) for its most recent taxable
year, and the Company does not expect to be a PFIC for its current taxable year or in the foreseeable future.
(ee)
Investment Company Act. Neither the Company nor any of its Subsidiaries is, after giving effect to the offer and sale of the Shares
and the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus will be, required to register as an “investment company” (as defined in the Investment
Company Act).
(ff)
Insurance. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company
carries or is entitled to the benefits of insurance with institutions believed to be recognized, financially sound and reputable, with
policies in such amounts and with such deductibles and covering such risks as the Company reasonably believes are adequate and customary
for its business including, but not limited to, policies covering real and personal property owned or leased by the Company against theft,
damage, destruction and acts of vandalism. The Company reasonably believes that it will be able (i) to renew its existing insurance coverage
as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to
conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Change. The
Company has not been denied any insurance coverage which it has sought or for which it has applied.
(gg)
No Stabilization or Manipulation. None of the Company, its Subsidiaries, or any of their directors, officers, Affiliates, controlling
persons or any person acting on its or any of their behalf (other than the Underwriters, as to which no representation or warranty is
given) has taken, directly or indirectly, any action designed to or that has constituted or that could reasonably be expected to cause
or result in the stabilization or manipulation of the price of any securities of the Company.
(hh)
No Sale, Issuance and Distribution of Shares. Except as described in the Registration Statement, the Company has not sold, issued
or distributed any shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or
Regulation D or Regulation S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option
plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
(ii)
Compliance with the Sarbanes-Oxley Act. The Company and its Subsidiaries, officers and directors, in their capacities as such,
are and have been, since the time they were required to comply, in compliance with the Sarbanes-Oxley Act of 2002, as amended and the
rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including but not limited to,
Section 402 related to loans and Section 302 and Section 906 related to certifications and all applicable rules of the Nasdaq, to the
extent that such compliance is required prior to the effectiveness of the Registration Statement.
(jj)
Internal Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Final Prospectus, the
Company and its Subsidiaries maintain a system of internal controls, including but not limited to, disclosure controls and procedures,
“internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), an internal audit function
and legal and regulatory compliance controls (collectively, the “Internal Controls”) that comply with all the applicable
laws and regulations, including without limitation the Securities Act, the Exchange Act, the Sarbanes-Oxley Act, the rules and regulations
of the Commission and the rules of the Nasdaq and are sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (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
the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the
Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company’s Internal Controls are effective
and the Company is not aware of any deficiency or material weaknesses in its Internal Controls. The Internal Controls upon the effectiveness
of the Registration Statement will be overseen by the audit committee of the board of Directors of the Company (the “Audit Committee”)
in accordance with the rules of the Nasdaq. Since the date of the most recent balance sheet included in the Registration Statement, the
Pricing Disclosure Package and the Final Prospectus, (v) the Company’s auditors and the Audit Committee of the Company have not
been advised of (A) any significant deficiencies or material weaknesses in the design or operation of the Internal Controls of the Company
and its Subsidiaries; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the Internal
Controls of the Company or its Subsidiaries; and (vi) there have been no significant changes in the Internal Controls of the Company
or its Subsidiaries or in other factors that could adversely affect such Internal Controls. Each of the deficiency, material weakness
and other adverse events of the Internal Controls as described in the Registration Statement, the Pricing Disclosure Package and the
Final Prospectus has been duly and completely corrected and rectified. Each of the Company’s independent directors meets the criterial
for “independence” under the Sarbanes-Oxley Act, the rules and regulations of the Commission and the rules of the Nasdaq.
(kk)
Disclosure Controls and Procedures. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Final
Prospectus, the Company and its Subsidiaries have established and maintain an effective system of “disclosure controls and procedures”
(as defined in Rule 13a-15(e) of the Exchange Act) that are designed to comply and complies with the requirements of the Exchange Act
and that have been 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, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s
management as appropriate to allow timely decisions regarding required disclosure. The Company and its Subsidiaries have carried out
evaluations of the effectiveness of their disclosure controls and procedures from time to time as required by Rule 13a-15(e) of the Exchange
Act.
(ll)
Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company,
in each case, as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, will violate Regulation
T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(mm)
Related Party Transactions. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus,
no relationship or transaction, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand,
and their respective directors, officers, shareholders, sponsors, other Affiliates, customers or suppliers, or affiliates or family members
of the foregoing persons, on the other hand.
(nn)
Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries nor any director, officer, nor, to the best
of the Company’s knowledge after due inquiry, any agent, employee, Affiliate or other person associated with or acting on behalf
of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; (ii) made, or taken any action in furtherance of, an offer, payment, promise to pay or authorization
or approval of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value to any foreign
or domestic government or regulatory official (including any officer or employee of a government or a government-owned or controlled
entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing,
or any political party or party official or candidate for political office); (iii) made, offered, agreed, requested or take an act in
furtherance of any unlawful payment, including without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment; or (iv) violated or taken any action, directly or indirectly, that would result in a violation by such person of any provision
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or
any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption
laws, statute or regulation. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption
laws, and have instituted and maintained and will continue to maintain and enforce policies and procedures designed to promote and ensure
compliance with all applicable anti-bribery and anti-corruption laws as well as the representations and warranties contained herein.
(oo)
Compliance with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at
all times in 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), any other applicable anti-money laundering statutes of all jurisdictions where the Company or any of its
Subsidiaries and conduct business or their respective properties, rights and assets are subject to, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively,
the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving
the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or threatened.
(pp)
Compliance with OFAC. Neither the Company nor any of its Subsidiaries nor any director, officer, nor, to the best of the Company’s
knowledge after due inquiry, any agent, employee, affiliate or representative of the Company or any of its Subsidiaries, is or undertakes
any business with an individual or entity (an “OFAC Person”) or is owned or controlled by an OFAC Person, (i) that
is the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of State and including, without
limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security
Council, the European Union, His Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate
of International Law, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”),
and (ii) located, organized or resident in a country, region or territory that is, or whose government is, the subject or the target
of Sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”);
and the Company and its Subsidiaries and their respective directors and officers, employees, agents, affiliates or representative will
not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other OFAC Person (iii) to fund or facilitate any activities of or business with any OFAC Person that, at the
time of such funding or facilitation, is the subject or the target of Sanctions, (iv) to fund or facilitate any activities or business
in any Sanctioned Country or (v) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating
in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since their respective inception, the Company
and its Subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any OFAC Person that at the time
of the dealing or transaction is or was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned
Country, except for such that would not individually or in the aggregate result in a Material Adverse Change.
(qq)
Environmental Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all applicable national, provincial,
local and foreign laws and regulations (including, for the avoidance of doubt, all applicable laws and regulations of Singapore) relating
to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(the “Environmental Laws”), (B) have received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit,
license or approval. (ii) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital
or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or
approval, any related constraints on operating activities and any potential liabilities to third parties), except where the failure of
any of the foregoing will not have a Material Adverse Change.
(rr)
Cybersecurity; Data Protection. The Company’s and its Subsidiaries’ information technology assets and equipment, computers,
systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate
for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries as currently
conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company
and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain
and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems
and data (including all personal, personally identifiable, sensitive, confidential or regulated data or any such data that may constitute
trade secrets, important data and working secrets of any governmental authority or any other data that would otherwise be detrimental
to national security, public interest or lawful rights and interests of relevant individuals or organizations pursuant to the applicable
laws (“Personal and Confidential Data”)) used in connection with their businesses, and/or the offering of the Shares,
and there have been no, and the Company and the Subsidiaries have not been notified of and have no knowledge of any event or condition
that would reasonably be expected to result in, breaches, violations, outages, destruction, loss, leakage, misappropriation, modification
or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty
to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries
are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental
Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal and Confidential
Data (“Data Security Obligations”) and to the protection of such IT Systems and Personal and Confidential Data from
unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries have not received any notification of or
complaint regarding and are unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance
with any Data Security Obligations, and there have been no action, suit or proceeding by or before any court or government agency, authority
or body pending or threatened alleging non-compliance with any Data Security Obligation.
(ss)
Rated Securities. Neither the Company nor any of the Subsidiaries has any outstanding securities rated by any “nationally
recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.
(tt)
Registration Statement Exhibits. There are no legal or governmental proceedings or contracts or other documents of a character
required to be described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus or, in the case of documents,
to be filed as exhibits to the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, that are not described
and filed as required.
(uu)
No Unapproved Marketing Documents. The Company has not distributed and, prior to the later to occur of any delivery date and completion
of the distribution of the Shares, will not distribute any offering material in connection with the offering and sale of the Shares other
than the Preliminary Prospectus filed as part of the Registration Statement as originally confidentially submitted or as part of any
amendment thereto, the Pricing Disclosure Package and the Final Prospectus and any Issuer Free Writing Prospectus to which the Representative
has consented.
(vv)
No Registration Rights. There are no contracts, agreements or understandings between the Company or any of its Subsidiaries, on
the one hand, and any person, on the other hand, granting such person any rights to require the Company or any of its Subsidiaries to
file a registration statement under the Securities Act with respect to any securities of the Company or any of its Subsidiaries owned
or to be owned by such person or to require the Company or any of its Subsidiaries to include such securities in the securities registered
pursuant to the Registration Statement or in any securities being or to be registered pursuant to any registration statement files or
to be filed by the Company or any of its subsidiaries under the Securities Act, and any person to whom the Company has granted registration
rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 3(l) hereof. Each
of the individuals and entities listed on Schedule III has furnished to the Representative on or prior to the date hereof a letter
or letters relating to sales and certain other dispositions of the Shares or certain other securities, in the form of Exhibit A
hereto (the “Lock-Up Agreement”).
(ww)
Disclosure; Accurate Summaries. The statements set forth in each of the Registration Statement, the Pricing Disclosure Package
and the Final Prospectus under the captions “Prospectus Summary,” “Risk Factors,” “Disclosure Regarding
Forward-Looking Statements,” “Use of Proceeds,” “Dividend Policy,” “Capitalization,” “Dilution,”
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our History and Structure,”
“Business,” “Industry,” “Management,” “Related Party Transactions,” “Principal
Shareholders,” “Shares Eligible for Future Sale,” “Description of Share Capital,” “Material Income
Tax Consideration,” “Enforceability of Civil Liabilities,” “Underwriting,” and “Expenses Relating
to this Offering” insofar as they purport to summarize legal matters, agreements, documents or proceedings referred to therein,
are accurate, complete and fair summaries of such laws, agreements, documents or proceedings. The authorized and issued shares (including
the Shares) conforms to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Final
Prospectus.
(xx)
Merger or Consolidation. Neither the Company nor any of its Subsidiaries is a party to any memorandum of understanding, letter
of intent, definitive agreement or any similar agreements with respect to a merger or consolidation or an acquisition or disposition
of assets, technologies, business units or businesses which is required to be described in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus and which is not so described.
(yy)
Termination of Contracts. Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination
of, or intent not to renew, any material contract or agreement referred to or described in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been
threatened by the Company or any of its Subsidiaries or by any other party to any such contract or agreement.
(zz)
Ownership Structure. The description of the corporate structure of the Company, as set forth in the Pricing Disclosure Package,
the Registration Statement and the Final Prospectus under the captions “Our History and Structure” and “Related Party
Transactions,” is true and accurate in all material respects and nothing has been omitted from such description which would make
it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation
of the Company together with its Subsidiaries taken as a whole, which has not been previously disclosed or made available to the Underwriters
and disclosed in the Pricing Disclosure Package, Registration Statement and the Final Prospectus.
(aaa)
Payments of Dividends. Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus,
none of the Company nor any of its Subsidiaries is prohibited, directly or indirectly, from paying any dividends or making any other
distribution on their respective shares or share capital or similar ownership interest, from making or repaying any loans or advances
to the Company or any of its Subsidiaries, or from transferring any of their respective properties or assets to the Company or any Subsidiaries.
Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, all dividends and other distributions
declared and payable upon the shares of the Company or any of its Subsidiaries may be converted into United States dollars that may be
freely transferred out of such entity’s jurisdiction of incorporation, without the consent, approval, authorization or order of,
or qualification with, any Governmental Entity in such entity’s jurisdiction of incorporation or tax residence, and are not and
will not be subject to withholding, value added or other taxes under the currently effective laws and regulations of such entity’s
jurisdiction of incorporation, without the necessity of obtaining any consents, approvals, authorizations, orders, registrations, clearances
or qualifications of or with any Governmental Entity.
(bbb)
No Broker’s Fees. Neither the Company nor any of its Subsidiaries is a party to, or subject to, any contract, agreement
or understanding (other than this Agreement) with any person that would give rise to a valid claim against the Company or any of its
Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offer and sale
of the Shares; there are no any other arrangements, agreements, understandings, payments or issuance with respect to the Company and
its Subsidiaries or any of their respective officers, directors, shareholders, partners, employees, affiliates, agents or representative
that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).
(ccc)
No Broker-Dealer Affiliation. There are no affiliations or associations between (i) any member of FINRA and (ii) the Company or
any of its Subsidiaries or any of their respective officers, directors or 10% or greater security holders or any beneficial owner of
the Company’s unregistered equity securities that were acquired at any time on or after the 180 days immediately preceding the
date that the Registration Statement was initially filed with the Commission.
(ddd)
Listing on Nasdaq. The Shares have been approved for listing on the Nasdaq Capital Market (“Nasdaq”), subject
to official notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, terminating the listing
of the Shares on Nasdaq nor has the Company received any notification that Nasdaq is contemplating revoking or withdrawing approval for
listing of the Shares.
(eee)
Immunity; Choice of Law; Enforceability.
(i)
None of the Company, the Subsidiaries or any of their respective properties, assets or revenues has any right of immunity, under the
laws of the Cayman Islands, Singapore, or the State of New York, from any legal action, suit or proceeding, the giving of any relief
in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any Cayman Islands, Singapore, New York or
United States federal court, service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment,
or execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in
any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement;
and, to the extent that the Company, any of the Subsidiaries or any of their respective properties, assets or revenues may have or may
hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of
the Company and the Subsidiaries waives or will waive such right to the extent permitted by law and has consented to such relief and
enforcement as provided in Section 17 of this Agreement.
(ii)
The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the
Cayman Islands and Singapore and will be honored by courts in the Cayman Islands and Singapore. The Company has the power to submit,
and pursuant to Section 16 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction
of each Specified Court (as defined in Section 16) and has validly and irrevocably waived any objection to the laying of venue of any
suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to
Section 16 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent
for service of process in any action arising out of or relating to this Agreement, any Preliminary Prospectus, the Pricing Disclosure
Package, the Final Prospectus, the Registration Statement, or the offering of the Shares in any Specified Court, and service of process
effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 16
hereof.
(iii)
Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, any final judgment for a
fixed or readily calculable sum of money rendered by a Specified Court having jurisdiction under its own domestic laws in respect of
any suit, action or proceeding against the Company based upon this Agreement and any instruments or agreements entered into for the consummation
of the transactions contemplated herein and therein would be declared enforceable against the Company, without re-examination or review
of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated
upon, by the courts of the Cayman Islands and Singapore. The Company is not aware of any reason why the enforcement in the Cayman Islands
or Singapore, of such a Specified Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, or
Singapore.
(fff)
Representation of Officers. Any certificate signed by any officer of the Company and delivered to the Underwriters or to counsel
for the Underwriters shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth
therein.
(ggg)
Scheme or Arrangement with Shareholders. Neither the Company nor any of its affiliate is a party to any scheme or arrangement
through which shareholders or potential shareholders are being loaned, given or otherwise having money made available for the purchase
of shares whether before, in or after the Offering. Neither the Company nor any of its affiliates is aware of any such scheme or arrangement,
regardless of whether it is a party to a formal agreement.
(hhh)
The Company has not received any notice, oral or written, from the board of directors stating that it is reviewing or investigating,
and neither the Company’s independent auditors nor its internal auditors have recommended that the board of directors review or
investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of
the Company’s material accounting policies or (ii) any matter which could result in a restatement of the Company’s financial
statements for any annual or interim period during the current or prior two fiscal years.
(iii)
The indemnification and contribution provisions set forth in Section 6 and Section 7 hereof do not contravene Cayman Islands or Singapore
law or public policy.
(jjj)
A holder of the Shares and each Underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile
of the Company for the enforcement of their respective rights under this Agreement and the Shares and such access to such courts will
not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction.
2.
Purchase; Payment.
(a)
Agreements to Sell and Purchase. On the basis of the representations, warranties and covenants herein and subject to the conditions
herein,
(i)
The Company agrees to issue and sell the Firm Shares to the several Underwriters; and
(ii)
The Underwriters agree, severally and not jointly, to subscribe for and purchase from the Company the number of Firm Shares set forth
opposite such Underwriter’s name in Schedule I hereto, subject to such adjustments among the Underwriters as the Representative
in its sole discretion shall make to eliminate any sales or purchases of fractional Shares.
(iii)
The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be US$4 per share (the “Purchase
Price”).
(iv)
Payment for the Firm Shares (the “Firm Shares Payment”) shall be made, against delivery of the Firm Shares to be purchased
with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Firm Shares duly paid by the
Company, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two
(2) business days in advance of such payment at the office of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th
Floor, New York, NY 10022, on October 2, 2024 or at such other place on the same or such other date and time, as shall be designated
in writing by the Representative (the “Closing Date”). Delivery of the Firm Shares shall be made through the facilities
of the Depository Trust Company (“DTC”), unless the Representative shall otherwise instruct.
(b)
Over-Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i)
the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to subscribe
for and purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”),
in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared
by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii)
the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made
in connection with the offering of the Firm Shares.
(iii)
The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in
part, on or before the forty-fifth (45th) day after Closing Date, by giving written notice to the Company (the “Over-Allotment
Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be
earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option
Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject
to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number
of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto
opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the
Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving
written notice of such cancellation to the Company.
(iv)
The Over-Allotment Exercise Notice shall set forth:
(A)
the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B)
the Over-Allotment Option Purchase Price;
(C)
the names and denominations in which the Option Shares are to be registered; and
(D)
the applicable Additional Closing Date.
(v)
Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to
be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least
two (2) business day in advance of such payment at the office of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th
Floor, New York, NY 10022, on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same
or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”).
Delivery of the Option Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.
(c)
Public Offering. The Company understands that the Underwriters intend to make a public offering of their respective portion of
the Shares as soon after the effectiveness of the Registration Statement and this Agreement as in the judgment of the Representative
is advisable, and initially to offer the Shares on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that
the Underwriters may offer and sell the Shares to or through any Affiliate of an Underwriter. The Company is further advised by the Representative
that the Shares are to be offered to the public initially at US$4 per Share (the “Public Offering Price”) and to certain
dealers selected by the Representative at a price that represents a concession not in excess of US$0.28per Share under the Public Offering
Price.
3.
Covenants of the Company. The Company, in addition to its other agreements and obligations hereunder, hereby covenants and agrees
with each Underwriter as follows:
(a)
Filings with the Commission. The Company will:
(i)
prepare and file the Final Prospectus (in a form approved by the Representative and containing the Rule 430A Information) with the Commission
in accordance with and within the time periods specified by Rules 424(b) and 430A under the Securities Act;
(ii)
file any Issuer Free Writing Prospectus with the Commission to the extent required by Rule 433 under the Securities Act; and
(iii)
file with the Commission such reports as may be required by Rule 463 under the Securities Act.
(b)
Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing:
(i)
when the Registration Statement has become effective;
(ii)
when the Final Prospectus has been filed with the Commission;
(iii)
when any amendment to the Registration Statement has been filed or becomes effective;
(iv)
when any Rule 462(b) Registration Statement has been filed with the Commission;
(v)
when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, or any amendment to the Final Prospectus has been filed
with the Commission or distributed;
(vi)
of (A) any request by the Commission for any amendment or supplement to the Registration Statement, the Pricing Disclosure Package, the
Final Prospectus, or any Issuer Free Writing Prospectus, (B) the receipt of any comments from the Commission relating to the Registration
Statement or (C) any other request by the Commission for any additional information;
(vii)
of (A) the issuance by any Governmental Entity (including the Commission) of any order suspending the effectiveness of the Registration
Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any
Preliminary Prospectus, any Issuer Free Writing Prospectus or (B) the initiation or threatening of any proceeding for that purpose or
(C) the notice of proceedings pursuant to Section 8A of the Securities Act against the Company or related to this offering;
(viii)
of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing
Disclosure Package, any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing when
the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading;
(ix)
of the issuance by any governmental or regulatory authority or any order preventing of suspending the use of any of the Registration
Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the
initiation or threatening for that purpose; and
(x)
of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose.
(c)
Orders and Notices. The Company will use its commercially reasonable efforts to prevent the issuance of any order or notice described
in Sections 3(b)(vii) or 3(b) (x); and, if any such order or notice is issued, will use its commercially reasonable efforts to obtain
the lifting or removal of such order or notice as soon as possible.
(d)
Ongoing Compliance.
(i)
If during the Prospectus Delivery Period:
(A)
any event or development shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Final Prospectus
so as not to include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances existing when the Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of
the Securities Act) is delivered to a purchaser, not misleading, the Company will immediately notify the Underwriters thereof and forthwith
prepare and, subject to Section 3(e) hereof, file with the Commission and furnish, at its own expense, to the Underwriters and to such
dealers as the Representative may designate such amendments or supplements to the Final Prospectus so that the statements in the Final
Prospectus as so amended or supplemented will not, in light of the circumstances existing when the Final Prospectus is delivered (or
in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) to a purchaser, be misleading; or
(B)
if in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Final Prospectus to comply with applicable
law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 3(e) hereof, file with
the Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate such amendments
or supplements to the Final Prospectus so that the Final Prospectus as amended or supplemented will comply with applicable law; and
(ii)
if at any time prior to the Closing Date or any Additional Closing Date, as the case may be:
(A)
any event or development shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Pricing
Disclosure Package so as to not include any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in light of the circumstances existing when the Pricing Disclosure Package is delivered to a prospective
purchaser, not misleading, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section
3(e) hereof, file with the Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative
may designate such amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package
as so amended or supplemented will not, in light of the circumstances existing when the Pricing Disclosure Package is delivered to a
prospective purchaser, be misleading; or
(B)
if any event shall occur or condition shall exist as a result of which the Pricing Disclosure Package conflicts with the information
contained in the Registration Statement then on file, or if in the opinion of counsel for the Underwriter, it is necessary to amend or
supplement the Pricing Disclosure Package to comply with applicable law, and such conflict or discrepancy is not updated and corrected
in the Final Prospectus, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 3(e)
hereof, file with the Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate
such amendments or supplements to the Pricing Disclosure Package so that the Pricing Disclosure Package as amended or supplemented will
no longer conflict with the Registration Statement, or will comply with applicable law.
(iii)
Following the consummation of the Offering, the Company shall use its commercially reasonable efforts to obtain and maintain all approvals
required in the Cayman Islands to pay and remit outside the Cayman Islands all dividends declared by the Company and payable on the Shares,
if any; and use its commercially reasonable efforts to obtain and maintain all approvals, if any, required in the Cayman Islands for
the Company to acquire sufficient foreign exchange for the payment of dividends and all other relevant purposes.
(iv)
The Company shall use its commercially reasonable efforts to rectify or cure any non-compliance, and implement and maintain content control
and other measures in continuing compliance with Singapore laws and regulations concerning information dissemination on the Internet
and user privacy protection.
(e)
Amendments, Supplements and Issuer Free Writing Prospectuses. Before (i) using, authorizing, approving, referring to, distributing
or filing any Issuer Free Writing Prospectus, (ii) filing (A) any Rule 462(b) Registration Statement or (B) any amendment or supplement
to the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, or (iii) distributing any amendment or supplement
to the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, the Company will furnish to the Representative
and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, Rule 462(b) Registration Statement or other amendment
or supplement thereto for review and will not use, authorize, approve, refer to, distribute or file any such Issuer Free Writing Prospectus
or Rule 462(b) Registration Statement, or file or distribute any such proposed amendment or supplement thereto (C) to which the Representative
reasonably objects in a timely manner and (D) which is not in compliance with the Securities Act. The Company will, pursuant to reasonable
procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance
with Rule 433 under the Securities Act. The Company will file with the Commission within the applicable period specified in Rule 424(b)
under the Securities Act any such supplements or amendments or prospectus as approved by the Representative required to be filed pursuant
to such Rule; provided that, the Company will not take any action that would result in an Underwriter or the Company being required
to file with the Commission pursuant to Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of the
Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f)
Delivery of Copies. The Company will deliver, without charge, (i) to the Representative, three signed copies of the Registration
Statement as originally filed and each supplement and amendment thereto, in each case, including all exhibits and consents filed therewith;
and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each supplement and amendment
thereto (without exhibits and consents) and (B) during the Prospectus Delivery Period, as many copies of the Pricing Disclosure Package
and the Final Prospectus (including all amendments and supplements thereto or to the Registration Statement and each Issuer Free Writing
Prospectus) as the Representative may reasonably request.
(g)
Emerging Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth
Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Securities Act and
(ii) completion of the Lock-Up Period (as defined below).
(h)
Right of Participation. Following the closing of this Offering, the Company grants the Representative the irrevocable right of
participation (“Right of Participation”) to act as an investment banker, joint book-runner and/or joint placement
agent, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject
Transaction”), for the Company, or any successor to or any subsidiary of the Company for a period of twelve (12) months following
the closing of the Offering. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including
the material terms thereof, by providing written notice thereof by electronic mail addressed to the Representative. If the Representative
fails to exercise its Right of Participation with respect to any Subject Transaction within ten (10) Business Days after the mailing
of such written notice, then the Representatives shall have no further claim or right with respect to the Subject Transaction. The Representatives
may elect, in its sole and absolute discretion, not to exercise its Right of Participation with respect to any Subject Transaction; provided
that any such election by the Representatives shall not adversely affect the Representatives’ Right of Participation with respect
to any other Subject Transaction during the twelve (12) month period agreed to above. In the event the Company fails to comply with this
provision, damages shall be computed as the maximum allowable amount under applicable FINRA rules and regulations.
(i)
Blue Sky Compliance. The Company will use its commercially reasonable efforts, with the Underwriters’ cooperation, if necessary,
to qualify or register (or to obtain exemptions from qualifying or registering) the Shares for offer and sale under the securities or
Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will use its reasonable commercially reasonable
efforts, with the Underwriters’ cooperation, if necessary, to continue such qualifications, registrations and exemptions in effect
so long as required for the distribution of the Shares; provided that the Company shall not be required to (A) qualify as a foreign corporation
or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (B) file
any general consent to service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction if it is
not otherwise so subject.
(j)
Earning Statement. The Company will make generally available to its security holders and the Representative as soon as practicable
an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission
thereunder (including, but not limited to, Rule 158 under the Securities Act) covering a period of at least 12 months beginning with
the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158 under the Securities
Act) of the Registration Statement.
(k)
Use of Proceeds. The Company shall apply the net proceeds from the sale of the Shares in the manner described under the caption
“Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, unless otherwise
permitted by applicable laws and regulations, and file such reports with the Commission with respect to the sale of the Shares and the
application of the proceeds therefrom as may be required by Rule 463 under the Securities Act.
(l)
Clear Market.
(i)
For a period of six (6) months after the date of Final Prospectus (the “Lock-Up Period”), the Company and any successor
will not, and the Company will cause its officers, directors and 5% greater securityholders not to, without the prior written consent
of the Representative, (A) 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
or any securities convertible into or exercisable or exchangeable for shares, or (B) enter into any swap or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of the shares , whether any such transaction described in clause (A)
or (B) above is to be settled by delivery of shares or such other securities, in cash or otherwise, or (C) file or submit with the Commission
any registration statement under the Securities Act relating to the offering of any shares, or any securities convertible into or exercisable
or exchangeable for shares, or (D) publicly disclose the intention to do any of the foregoing without the prior written consent of the
Representative.
(ii)
The restrictions contained in Section 3(l)(i) hereof shall not apply to (a) the offer and sale of the Shares hereunder, (b) any ordinary
shares or options to purchase any ordinary shares or other any ordinary shares based award issued or granted pursuant to the Company’s
equity incentive plans, share purchase plan, share ownership plan or dividend reinvestment plan in effect at the Applicable Time and
as described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, and (c) ordinary shares or other
securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship
entered into at arms-length (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual
property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity
of another entity provided that any such transaction involves solely existing business segments or business scope that the company is
already operating in as described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus.
(iii)
If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement (as defined
below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver in the form of
Exhibit B hereto at least three business days before the effective date of the release or waiver, then the Company agrees to announce
the impending release or waiver by a press release in the form of Exhibit C hereto through a major news service at least two business
days before the effective date of the release or waiver.
(m)
No Stabilization or Manipulation. None of the Company, its subsidiaries, other Affiliates or any person acting on behalf of any
foregoing persons (other than the Underwriters, as to which no covenant is given) will take, directly or indirectly, any action designed
to or that would constitute or that could reasonably be expected to cause or result in the stabilization or manipulation of the price
of any securities of the Company.
(n)
Investment Company Act. The Company shall not invest, or otherwise use the proceeds received by the Company from the sale of the
Shares in such a manner as would require the Company or any of its Subsidiaries to register as an “investment company” (as
defined in the Investment Company Act) under the Investment Company Act.
(o)
Transactions Affecting Disclosure to FINRA.
(i)
Finder’s Fees. The Company confirms that there are no claims, payments, arrangements, agreements or understandings relating
to the payment of a finder’s, consulting or origination fee by the Company or any directors, officers and 5% shareholders of the
Company with respect to the sale of the Shares or any other arrangements, agreements or understandings of the Company or, to the best
of Company’s knowledge after due inquiry, any of its shareholders that may affect the Representative’s compensation, as determined
by FINRA.
(ii)
Payments Within 180 Days. The Company confirms that it has not made any direct or indirect payments (in cash, securities or otherwise)
that are unreasonably higher than the prevailing market rate to: (A) any person, as a finder’s fee, consulting fee, investor relations’
fee, advisory fees or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons
who raised or provided capital to the Company; (B) any FINRA member; or (C) any person or entity that has any direct or indirect affiliation
or association with any FINRA member, within the 180-day period immediately preceding the original filing date of the Registration Statement,
other than the payment to the Representative as provided herein in connection with the Offering.
(iii)
FINRA Affiliation. There is no (A) officer or director of the Company, (B) to the best of Company’s knowledge after due
inquiry, the beneficial owner of 10% or more of any class of the Company’s securities or (C) to the best of Company’s knowledge
after due inquiry, the beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day
period immediately preceding the original filing of the Registration Statement that, in each case, is an affiliate or associated person
of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
(iv)
Information. All information provided by the Company in its FINRA Questionnaire to Representative’s Counsel specifically
for use by Representative’s Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is
true, correct and complete in all material respects.
(p)
Transfer Agent. The Company shall engage and maintain, at its expense, a transfer agent and registrar for its Ordinary Shares.
(q)
Reports. During the period when the Final Prospectus is required to be delivered under the Securities Act, the Company shall file
all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange
Act and the rules and regulations of the Commission thereunder. For the period of three years from the date of this Agreement, the Company
will furnish to the Representative and, upon request, to each of the other Underwriters, as soon as practicable after the end of each
fiscal year, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any
reports, financial statements, and definitive proxy statements furnished to or filed with the Commission or any national securities exchange
or automatic quotation system, and from time to time as the Representative may reasonably request, such other information concerning
the Company; provided that the Company will be deemed to have furnished such reports and financial statements to the Representative
to the extent they are filed on EDGAR.
(r)
The Company agrees to instruct its transfer agent and registrar not to give effect to any share transfers directly or indirectly by any
shareholder during the Lock-up Period, unless with the prior written consent of the Representative on behalf of the Underwriters.
(s)
The Company agrees to indemnify and hold harmless the Underwriters against any stamp, issuance, registration, transaction, transfer,
or other similar taxes or duties, including any interest and penalties, on the creation, issuance and sale of the Shares to the Underwriters
and on the execution and delivery of, and the performance of the obligations (including the initial resale of the Shares by the Underwriters)
under, this Agreement. All payments to be made hereunder by the Company shall be paid free and clear of and without withholding or deduction
for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to
deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in
order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding
or deduction had been made.
(t)
Printer’s Service. The Company shall engage and maintain, at its expense, a financial printer acceptable to the Representative
to handle the printing and related aspects of the Offering.
(u)
Public Relations. The Company shall engage and maintain, at its expense, a financial public relations firm reasonably acceptable to the
Representative, which firm shall be experienced in assisting issuers in public offerings of securities and in their relations with their
security holders, for a period of two (2) years after the Closing Date.
(v)
Public Accountants. The Company shall continue to retain, for a period of three (3) years after the Closing Date, a nationally recognized
and U.S. Public Company Accounting Oversight Board (“PCAOB”) registered firm of independent certified public accountants
acceptable to the Representative and the Company, which will have responsibility for the preparation of the financial statements and
the financial exhibits to be included in any subsequent registration statements.
4.
Consideration; Expenses.
(a)
In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters
of the following compensation with respect to the Shares that they are offering:
(i)
a cash fee equals seven percent (7%) of the gross proceeds raised in the Offering;
(ii)
a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company in the Offering;
(iii)
an accountable expense allowance of up to $250,000 including but not limited to reasonable and documented travel, legal fees, due diligence
fees, and other expenses and disbursements, incurred in connection with its services for the purpose of the offering, regardless of whether
the offering is successfully closed. $150,000 has already been paid to the Representative as an advance against accountable expenses.
Any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A).
Notwithstanding anything to the contrary, whether or not the offering is successfully completed, the Company shall be responsible for
all reasonable, necessary and accountable out-of-pocket expenses of the Representative relating to the offering including, but not limited
to: (a) the costs of preparing, printing and filing the registration statement with the SEC, amendments and supplements thereto, and
post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing
of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) the costs of preparing,
printing and delivering exhibits thereto, in such quantities as the Underwriters may reasonably request; (c) all fees, expenses and disbursements
relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated
by the Underwriters; (d) the fees of counsel(s) and accountants for the Company, including fees associated with any blue sky filings
where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation
services.
(b)
Company Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including,
without limitation, (i) all expenses incident to the authorization, issuance, sale, preparation, transfer and delivery of the Shares
(including all printing and engraving costs), (ii) all costs and expenses, including any issue, transfer, stamp and other taxes in connection
with the authorization, issuance, sale, preparation, transfer and delivery of the Shares to the Underwriters, (iii) all fees, disbursements
and expenses of the Company’s counsel (including local, overseas and special counsel), independent public or certified public accountants
and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing or reproduction, and filing with
the Commission of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer
Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto,
(v) all costs and expenses incurred in connection with the shipping and distribution (including postage, air freight charges and charges
for packaging) of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer
Free Writing Prospectus, including, in each case, financial statements, schedules, exhibits, consents, amendments and supplements thereto,
as may, in each case, be reasonably requested by the Underwriters or dealers for use in connection with the offer and sale of the Shares,
(vi) all fees and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration
of) the Shares for offer and sale under the securities laws of the several states of the United States or other jurisdictions as the
Representative may request and the preparation, printing, producing and distribution of a Blue Sky or legal investment memorandum, including
but not limited to, filing fees, fees and disbursements of counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky or legal investment memorandum, (vii) all fees and expenses (including fees and expenses of counsel) of
the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (viii) all costs and expenses and
application fees related to the registration of the shares of the Company under the Exchange Act and the listing of the shares of the
Company, including the Shares, on Nasdaq, (ix) all costs and expenses incurred by the Company in connection with any Road Show presentation
to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic Road
Show, expenses associated with the production of Road Show slides and graphics, expenses associated with hosting investor meetings or
luncheons, fees and expenses of any consultants engaged in connection with the Road Show presentations, and travel, meals and lodging
expenses of any such consultants and the Company’s representative, and the cost of any aircraft chartered in connection with the
Road Show, (x) the costs and charges of the transfer agent and the registrar for the share of the Company, (xi) all application fees,
and fees, disbursements and expenses of counsel for the Underwriters incurred in connection with any filing with, and clearance of the
offering by FINRA; (xii) the cost of printing certificates representing the Shares, the document production charges and expenses associated
with printing this Agreement, and (xiii) all other expenses incident to the performance by the Company of its other obligations under
this Agreement; provided, however, to the extent such expenses constitute reimbursement by the Company to the Representative, the aggregate
of such amount shall not exceed $250,000.
5.
Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase the Firm Shares as
provided herein on the Closing Date or the Option Shares as provided herein on any Additional Closing Date, as the case may be, shall
be subject to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional
conditions:
(a)
Registration Compliance; No Stop Order.
(i)
The Registration Statement and any post-effective amendment thereto shall have become effective, no stop order suspending the effectiveness
of the Registration Statement, any Rule 462 Registration Statement or any post-effective amendment thereto shall be in effect, and no
proceeding for such purpose or pursuant to Section 8A of the Securities Act shall be pending before or threatened by the Commission.
(ii)
The Company shall have filed the Final Prospectus, any post-effective amendment and each Issuer Free Writing Prospectus with the Commission
in accordance with and within the time periods prescribed by Section 3(a) hereof.
(iii)
The Company shall have (A) disclosed to the Representative all requests by the Commission for additional information relating to the
offer and sale of the Shares and (B) complied with such requests to the satisfaction of the Representative.
(b)
Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct on
the date hereof and on and as of the Closing Date or any Additional Closing Date, as the case may be; and the statements of the Company
and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date
or any Additional Closing Date, as the case may be.
(c)
Accountant’s Comfort Letter and Bringdown Comfort Letter; CFO Certificate. On the date of this Agreement, Audit Alliance
LLP, the independent public accountant of the Company, shall have furnished to the Representative, a letter dated the delivery
thereof and addressed to the Underwriters, in form and substance satisfactory to the Representative, containing statements and information
of the type customarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements
and certain financial information contained in each of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
On
the Closing Date or any Additional Closing Date, the Representative shall have received from the Accountant, a letter dated such date,
in form and substance satisfactory to the Representative, to the effect that such Accountant reaffirms the statements made in the comfort
furnished by them, except that the specified date referred to therein for the carrying out of procedures shall be no more than three
(3) business days prior to the Closing Date and/or any Additional Closing Date.
On
the date hereof, the Closing Date or any Additional Closing Date, as the case may be, the Company shall have furnished to the Representative
a certificate of the Company’s chief financial officer, dated the respective dates of their delivery and signed by the chief financial
officer and addressed to the Underwriters, with respect to certain operating and financial data contained in each of the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus, providing “management comfort” with respect to such information,
in form and substance satisfactory to the Representative (attached as Exhibit D hereto).
(d)
FINRA Clearance. On or before the Closing Date, the Underwriters shall have received clearance from FINRA as to the amount of
compensation allowable or payable to the Underwriters as described in the Registration Statement. FINRA shall not have raised any objection
with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions contemplated hereby.
(e)
No Material Adverse Change. No event or condition of a type described in Section 1(l) hereof shall have occurred or shall exist,
the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or
delivery of the Shares prior to or on the Closing Date or any Additional Closing Date, as the case may be, in the manner and on the terms
contemplated by this Agreement, the Pricing Disclosure Package and the Final Prospectus.
(f)
Opinion and Negative Assurance Letter of U.S. Counsel to the Company. Loeb & Loeb LLP, U.S. counsel to the Company, shall
have furnished to the Underwriters its (i) written opinion, addressed to the Underwriters and dated the Closing Date or any Additional
Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriters and dated the Closing Date or any
Additional Closing Date, as the case may be, in each case, in form and substance satisfactory to the Underwriters.
(g)
Opinion of Cayman Islands Counsel to the Company. Ogier, Cayman Islands counsel to the Company, shall have furnished to the Underwriters
its written opinion, addressed to the Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, in
form and substance satisfactory to the Underwriters.
(h)
Opinion of Singapore Counsel to the Company. Icon Law LLC, Singapore counsel to the Company, shall have furnished to the Underwriters
its written opinion, addressed to the Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, in
form and substance satisfactory to the Underwriters.
(i)
Opinion and Negative Assurance Letter of Counsel to the Underwriters. Hunter Taubman Fischer & Li LLC, U.S. counsel to the
Underwriters, shall have furnished to the Underwriters its (i) written opinion, addressed to the Underwriters and dated the Closing Date
or any Additional Closing Date, as the case may be, and (ii) its negative assurance letter, addressed to the Underwriters and dated the
Closing Date or any Additional Closing Date, as the case may be, and the Company shall have furnished to such counsel such documents
and information as such counsel may reasonably request to enable them to pass on such matters.
(j)
Opinion of Singapore Counsel to the Underwriters. Rajah & Tann Singapore LLP, Singapore counsel to the Underwriters, shall
have furnished to the Underwriters its written opinion, addressed to the Underwriters and dated the Closing Date or any Additional Closing
Date, as the case may be, and the Company shall have furnished to such counsel such documents and information as such counsel may reasonably
request to enable them to pass on such matters.
(k)
Secretary’s Certificate. The Representative shall have received a certificate of the Company signed by the Secretary of
the Company, or an authorized officer of the Company (as Exhibit E hereto), dated such Closing Date, or any Additional Closing
Date, certifying: (i) that the Company’s memorandum and articles of association, as amended and restated, attached to such certificate
is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s board of
directors relating to the Offering attached to such certificate are in full force and effect and have not been modified; and (iii) the
good standing certificates of the Company and each of the Company’s Subsidiaries. The documents referred to in such certificate
shall be attached to such certificate.
(l)
Officer’s Certificate. The Representative shall have received on and as of the Closing Date or any Additional Closing Date,
as the case may be, a certificate (as Exhibit F hereto), dated such date, signed by a duly authorized executive officer of the
Company who has specific knowledge of the Company’s operating and financial matters and in form and substance satisfactory to the
Representative, in each case (i) confirming that such officer has carefully reviewed the Registration Statement, the Pricing Disclosure
Package, the Final Prospectus, any post-effective amendment, and each Issuer Free Writing Prospectus and, the representations set forth
in Sections 1(a)(ii), 1 (b), 1(c) (i), 1(e) (i), 1(e)(ii), and 1(h) hereof are true and correct on and as of the Closing Date or any
Additional Closing Date, as the case may be; (ii) to the effect set forth in Section 1(l) and Section 5(e); and (iii) confirming that
all of the other representations and warranties of the Company contained in this Agreement are true and correct on and as of the Closing
Date or any Additional Closing Date, as the case may be, and that the Company has complied with all agreements and covenants and satisfied
all other conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date or any Additional Closing Date,
as the case may be.
(m)
No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have
been enacted, adopted or issued by any federal, state or foreign Governmental Entity that would, as of the Closing Date or any Additional
Closing Date, as the case may be, prevent the issuance, sale or delivery of the Shares by the Company; and no injunction or order of
any federal, state or foreign court shall have been issued that would, as of the Closing Date or any Additional Closing Date, as the
case may be, prevent the issuance, sale or delivery of the Shares. There shall not have been any adverse legislative or regulatory developments
in the Singapore, Cayman Islands, or the United States following the signing of this Agreement, which in the Representative’s sole
judgment in good faith after consultation with the Company, would make it inadvisable or impractical to proceed with the public offering
or the delivery of the Shares at the Closing Date or any Additional Closing Date, as the case may be, on the terms and in the manner
contemplated in this Agreement.
(n)
Good Standing. The Representative shall have received on and as of the Closing Date and any Additional Closing Date, as the case
may be, satisfactory evidence of the good standing (or the applicable equivalent thereof in Cayman Islands) of the Company and each of
the Company’s Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions
as the Representative may reasonably request, in each case, in writing from the appropriate governmental authorities of such jurisdictions
or, for any such jurisdiction in which evidence of good standing may not be obtained from appropriate governmental authorities, in the
form of an opinion of counsel licensed in the applicable jurisdiction.
(o)
Lock-Up Agreements. The Lock-Up Agreements, in the form of Exhibit A hereto, executed by the individuals and entities listed
on Schedule III relating to sales and certain other dispositions of the Shares or certain other securities, delivered to the Representative
on or before the date hereof, shall be in full force and effect on the Closing Date or any Additional Closing Date, as the case may be.
(p)
Exchange Listing. On the Closing Date or any Additional Closing Date, as the case may be, the Shares shall have been approved
for listing on Nasdaq, subject to only official notice of issuance.
(q)
Final Prospectus. If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall have filed a Rule
462 Registration Statement with the Commission in compliance with Rule 462(b) promptly after 4:00 p.m., Eastern Time, on the date of
this Agreement, and the Company shall have at the time of filing either paid to the Commission the filing fee for the Rule 462 Registration
Statement or given irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act.
(r)
Additional Documents. On or prior to the Closing Date or any Additional Closing Date, as the case may be, the Representative shall
have received such information, opinions, certificates and other additional documents from the Company as they may reasonably require
for the purpose of enabling them to pass upon the accuracy and completeness of any statement in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus, the issuance and sale of the Shares as contemplated herein or in order to evidence the accuracy
of any of the representations and warranties, or the satisfaction of any of the covenants, closing conditions or other obligations, contained
in this Agreement.
All
opinions, letters, certificates and other documents delivered pursuant to this Agreement will be deemed to be in compliance with the
provisions hereof only if they are satisfactory in form and substance to counsel for the Underwriters.
If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement and all obligations of
the Underwriters hereunder may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date
or any Additional Closing Date, as the case may be, which termination shall be without liability on the part of any party to any other
party, except that the Company shall continue to be liable for the payment of expenses under Section 4 and Section 9 hereof and except
that the provisions of Section 6 and Section 7 hereof shall at all times be effective and shall survive any such termination.
6.
Indemnification.
(a)
Indemnification. The Company agrees to indemnify and hold harmless each Underwriter, its Affiliates, each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each director,
officer, employee and agent of any of the foregoing (each an “Underwriter Indemnified Party,” collectively the “Underwriter
Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation,
any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees
and expenses are incurred), joint or several, that arise out of or are based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Pricing Disclosure Package or
any amendment or supplement thereto, any Issuer Free Writing Prospectus, any Company information that the Company has filed, or is required
to file, pursuant to Rule 433(d) under the Securities Act, any Road Show, or the Final Prospectus or any amendment or supplement thereto,
or any Written Testing-the-Waters Communication or (ii) any omission or alleged omission therefrom of a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading,
and reimburse each such Underwriter Indemnified Party for any legal or other out-of-pocket expenses incurred by such person in connection
with any suit, action or proceeding or any claim asserted, whether or not such foregoing person is a party to any action or proceeding.
The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have; provided
that the indemnity provided in this Section 7(a) shall not relate to any liability or claim based on the Underwriter Information.
(b)
Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, each officer who has signed the Registration Statement 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 from and against any and all losses,
claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with
any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as
the indemnity set forth in Section 6(a) hereof; provided, however, that each Underwriter shall be liable only to the extent
that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment
or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended),
the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Road Show in reliance upon,
and in conformity with, the Underwriter Information relating to such Underwriter; it being understood and agreed that the only information
furnished by the Underwriters to the Company in connection with the offering are the Underwriter Information defined below. The indemnity
agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.
(c)
Notifications and Other Indemnification Procedures. If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant
to this Section 6, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have under this Section 6 except to the extent that it has been materially
prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have to an Indemnified Person otherwise than under this Section 6. If any such proceeding shall be
brought or asserted against an Indemnified Person and it shall notify the Indemnifying Person thereof, the Indemnifying Person shall
retain counsel satisfactory to the Indemnified Person (which counsel shall not, without the consent of the Indemnified Person, be counsel
to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay all the fees and expenses of such counsel
related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Indemnifying Person has failed within a reasonable
time to assume the defense or retain counsel satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying
Person; (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interest between them; or (v) the Indemnified Person has incurred such fees and expenses of the counsel retained by it in connection
with any regulatory investigation or inquiry. Any firm for (i) any Underwriter Indemnified Party shall be designated in writing by the
Representative; and (ii) the Company, its directors, its officers who have signed the Registration Statement 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 shall be designated
in writing by the Company. For the avoidance of doubt, the Indemnifying Person shall be liable for all the fees and expenses of one firm
(in addition to local counsel, if any) representing all Indemnified Persons designated as provided in the preceding sentence, except
as prohibited by applicable laws.
(d)
Settlements. The Indemnifying Person under this Section 6 shall not be liable for any settlement of any proceeding effected without
its written consent, which consent may not be unreasonably withheld, but if settled with such consent or if there be a final judgment
for the plaintiff, the Indemnifying Person agrees to indemnify the Indemnified Person from and against any loss, claim, damage, liability
or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall
have requested an Indemnifying Person to reimburse the Indemnified Person for any fees and expenses of counsel as contemplated by this
Section 6, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request, (ii) such
Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement
and (iii) such Indemnified Person shall have given the Indemnifying Person 30 days’ prior notice of its intention to settle. No
Indemnifying Person shall, without the prior written consent of the Indemnified Person, which consent may not be unreasonably withheld,
effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect
of which any Indemnified Person is or could have been a party and indemnity was or could have been sought hereunder by such Indemnified
Person, unless such settlement, compromise or consent (iv) includes an unconditional release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from and against all liability on claims that are the subject matter of
such action, suit or proceeding and (v) does not include any statements as to or any admission of fault, culpability or failure to act
by or on behalf of any Indemnified Person.
7.
Contribution. To the extent the indemnification provided for in Section 6 is unavailable to or insufficient to hold harmless an
Indemnified Person in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each Indemnifying Person,
in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the aggregate amount paid or payable by such Indemnified
Person, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Indemnifying Person, on the one hand, and the Indemnified Person, on
the other hand, from the offering of the Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Indemnifying Person, on the one hand, and the Indemnified Person, on the other hand, in
connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other
hand, in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions
as the total net proceeds from the offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company,
on the one hand, and the total underwriting discounts and commissions received by the Underwriters, on the other hand, in each case as
set forth in the table on the cover of the Final Prospectus bear to the aggregate initial offering price of the Shares. The relative
fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The
amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed
to include, subject to the limitations set forth in Section 6 hereof, any and all legal or other fees or expenses incurred by such party
in connection with investigating or defending any action or claim. The provisions set forth in Section 6 hereof with respect to notice
of commencement of any action shall apply if a claim for contribution is to be made under this Section 7; provided, however,
that no additional notice shall be required with respect to any action for which notice has been given under Section 7 hereof for purposes
of indemnification.
The
Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in this Section 7.
Notwithstanding
the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by such Underwriter in connection with the Shares distributed by it exceeds the amount
of any damages that such Underwriter has otherwise paid or been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
respective obligations to contribute pursuant to this Section 7 are several, and not joint, in proportion to their respective commitments
as set forth opposite their names in Schedule I hereto.
For
purposes of this Section 7, each Affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who controls
an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director, and each officer of the Company who has signed the Registration Statement, and each
person, if any, who controls the Company with the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall
have the same rights to contribution as the Company.
The
remedies provided for in Section 6 and Section 7 hereof are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any Indemnified Person at law or in equity.
The
indemnity and contribution provisions contained in this Section 7 and Section 3(s) and the representations, warranties and other statements
of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of (A) any Underwriter, its directors, officers, employees, any person controlling
any Underwriter or any affiliate of any Underwriter, or (B) the Company, its officers or directors or any person controlling the Company,
and (iii) acceptance of and payment for any of the Shares.
8.
Termination. Prior to the delivery of and payment for the Shares on the Closing Date or any Additional Closing Date, as the case
may be, this Agreement may be terminated by the Underwriters by written notice given to the Company if after the execution and delivery
of this Agreement: (i) trading or quotation of any securities issued by the Company shall have been suspended or materially limited on
any securities exchange, quotation system or in any over-the-counter market; (ii) trading generally on any of the New York Stock Exchange,
the NYSE American, the Nasdaq Stock Market, or other relevant exchanges or the over-the-counter market shall have been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges
or by order of the Commission, FINRA or any other government authority; (iii) a general banking moratorium on commercial banking activities
shall have been declared by federal, New York state, Singapore, or Cayman Islands authorities; (iv) there shall have occurred a material
disruption in commercial banking or securities settlement, payment or clearance services in the United States, the Singapore, (v) there
shall have occurred any outbreak or escalation of hostilities, or any change in the financial markets, currency exchange rates, or controls
or any calamity or crisis or any change or development involving a prospective change in general economic, financial or political conditions
that, as in the reasonable judgment of the Representative is material and adverse and which, singly or together with any other event
specified in this clause (v) makes it impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the Closing
Date or any Additional Closing Date, as the case may be, in the manner and on the terms described in the Pricing Disclosure Package or
Final Prospectus to enforce contracts for the sale of the Shares; (vi) the Company or any of its Subsidiaries shall have sustained a
material loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative
may interfere materially with the conduct of the business and operations of the Company and its Subsidiaries, considered as one entity,
regardless of whether or not such loss shall have been insured; (vii) there has been, in the judgment of the Representative, since the
time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the
Pricing Disclosure Package or the Final Prospectus, any Material Adverse Change of the Company and the Subsidiaries considered as one
enterprise, whether or not in the ordinary course of business.
Any
termination pursuant to this Section 8 shall be without liability on the part of: (i) the Company to the Underwriters, except that the
Company shall continue to be liable for the payment of expenses under Section 4(a) hereof; (ii) any Underwriter to the Company; or (iii)
any party hereto to any other party except that the provisions of Section 6 and Section 7 hereof shall at all times be effective and
shall survive any such termination.
9.
Reimbursement of the Underwriters’ Expenses. If (i) the Company fails to deliver the Shares to the Underwriters for any
reason at the Closing Date or any Additional Closing Date, as the case may be, in accordance with this Agreement or (ii) the Underwriters
decline to purchase the Shares for any reason permitted under this Agreement, then the Company agrees to reimburse the Underwriters for
all reasonable out-of-pocket costs and expenses (including the fees and expenses of counsel to the Underwriters) actually incurred by
the Underwriters in connection with this Agreement and the applicable offering contemplated hereby in accordance with Section 4(a) hereof,
subject to the maximum amount set forth in Section 4(a) hereof.
10.
Representations and Indemnities to Survive Delivery. The respective indemnities, rights of contribution, agreements, representations,
warranties, covenants and other statements of the Company and the several Underwriters set forth in or made pursuant to this Agreement
or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall
remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any of their
respective officers or directors or any controlling person, as the case may be, and shall survive delivery of and payment for the Shares
sold hereunder and any termination of this Agreement.
11.
Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given (i) when delivered by hand (with written confirmation of receipt), (ii) when received by
the addressee if sent by a nationally recognized overnight courier (receipt requested), (iii) on the date sent by facsimile (with confirmation
of transmission) or email of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent
after normal business hours of the recipient, or (iv) on the third day after the date mailed, by certified or registered mail (in each
case, return receipt requested, postage pre-paid). Such communications must be sent to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given in accordance with this Section 11):
| If
to the Underwriters: |
US
Tiger Securities, Inc.
437 Madison Ave., 27th Floor
New York, NY 10022
Attention: Jack Ye
Email: jack.ye@ustigersecurities.com |
| |
|
| with
a copy to: |
Hunter
Taubman Fischer & Li LLC
950
Third Ave., 19th Floor
New
York, NY 10154
Attention: Joan Wu, Esq.
Email: jwu@htflawyers.com |
| |
|
| If
to the Company: |
Homestolife
Ltd
6 Raffles Boulevard, #02-01/02
Marina Square
Singapore,
039594
Attention: Chew Kwang Yong
Email: chew.robert@htlinternational.com
|
| with
a copy to: |
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place
Central,
Hong Kong
Attention:
Henry Yin, Esq.
Email: hyin@loeb.com |
Any
party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others in accordance
with this Section 11.
12.
Parties at Interest; Successors.
(a)
The Agreement set forth has been and is made solely for the benefit of the Underwriters, the Company and to the extent provided in Section
6 and Section 7 hereof the controlling persons, partners, affiliates, directors, officers and employees referred to in such Sections
and their respective successors, assignees, heirs, personal representative and executors and administrators. No other person, partnership,
association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any rights
under or by virtue of this Agreement.
(b)
This Agreement shall be binding upon the Underwriters, the Company and their successors and assignees and any successor or assignee of
any substantial portion of the Company’s and any of the Underwriters’ respective business and/or assets. This Agreement and
the terms and provisions hereof are for the sole benefit of only those persons, except that the representations, warranties, indemnities
and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers, employees
and affiliates of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of
the Securities Act. Nothing in this Agreement is intended, or shall be construed, to give any other person or entity any legal or equitable
right, benefit, remedy or claim under, or in respect of or by virtue of, this Agreement or any provision contained herein. The term “successors,”
as used herein, shall not include any purchaser of the Shares from any Underwriter merely by reason of such purchase.
13.
Authority of the Representative. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the
Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.
14.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other Section, subsection, paragraph or provision hereof. If any Section, subsection, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and enforceable.
15.
Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement, whether sounding
in contract, tort or statute, shall be governed by and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed in such state (including its statute of limitations), without giving effect to the conflict of
laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction
other than those of the State of New York.
16.
Consent to Jurisdiction. No legal suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement,
the Pricing Disclosure Package, the Final Prospectus, the offering of the Shares 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 (except for proceedings instituted in regard to the enforcement
of a judgment of any Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the
Specified Courts and personal service of process with respect thereto. The parties to this Agreement hereby irrevocably and unconditionally
waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally 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. The Company irrevocably appoints Cogency Global Inc. as its agent to receive service of process or other legal
summons for purposes of any Related Proceeding that may be instituted in any Specified Court in the City and County of New York, and
agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service
of process in any manner permitted by applicable law upon the Company in any Related Proceeding. The Company further agrees to take any
and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of
seven years from the date of this Agreement.
17.
Waiver of Immunity. To the extent that the Company or any of its properties, assets or revenues is or may hereafter become entitled
to, or have attributed to them, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding,
from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment,
or from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving
of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect
to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement or the Shares, the Company
hereby irrevocably and unconditionally, to the extent permitted by applicable law, waives and agrees not to plead or claim any such immunity
and consent to such relief and enforcement.
18.
Judgment Currency. The Company agrees to indemnify the Underwriters against any loss incurred by the Underwriters as a result
of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order being expressed
and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation
as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose
of each judgment or order, and (ii) the rate of exchange in The City of New York at which an Underwriter on the date of receipt of payment
of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such
Underwriter if such Underwriter had utilized such amount of Judgment Currency to purchase United States dollars within two business days
following such Underwriter’s receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of
the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States
dollars so purchased are less than the sum originally due to such Underwriter, the Company agrees as a separate obligation and notwithstanding
any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum
originally due to the Underwriters hereunder, the Underwriters agree to pay to the Company an amount equal to the excess of the dollars
so purchased over the sum originally due to the Underwriters hereunder. The term “rate of exchange” shall include any premiums
and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
19.
Waiver of Jury Trial. The parties to this Agreement hereby irrevocably waive, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any Related Proceeding.
20.
No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this
Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable
of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this
Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter
is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members,
partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility
in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether
such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the
obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation
to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v)
the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated
hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and
tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law,
any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees
that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty
claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the
Shares or any matters leading up to the offering of the Shares.
21.
Compliance with the USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective
clients, including the Company, which information may include the name and address of its clients, as well as other information that
will allow the Underwriters to properly identify their respective clients.
22.
Effectiveness; Defaulting Underwriters.
(a)
This Agreement shall become effective upon the execution and delivery hereof by the parties hereto;
(b)
If, on the Closing Date or any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse
to purchase the Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of the Shares which
such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate
number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number
of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth
opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase
the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that,
in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant
to this Section 22 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter.
If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm
Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased
on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within
thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter
or the Company. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in
no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Pricing Disclosure
Package, in the Final Prospectus or in any other documents or arrangements may be effected. If, on an Additional Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default
occurs is more than one-tenth (10%) of the aggregate number of Option Shares to be purchased on such Additional Closing Date, the non-defaulting
Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Additional
Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated
to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability
in respect of any default of such Underwriter under this Agreement.
(c)
If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company
to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform
its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement
with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) incurred
by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
23.
Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company
and the Underwriters with respect to the subject matter hereof.
24.
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing and signed by all the parties hereto. No waiver by any
party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written
waiver, whether of a similar or different character, and whether occurring before or after the waiver. No failure to exercise, or delay
in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise of any
other right, remedy power or privilege.
25.
Section Headings. The headings of the Sections herein are included for convenience of reference only and are not intended to be
part of, or to affect the meaning or interpretation of, this Agreement.
26.
Counterparts. This Agreement may be executed in counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
[SIGNATURE
PAGE FOLLOWS]
If
the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided
below.
| Very
truly yours, |
|
| |
|
|
| Homestolife
Ltd |
|
| |
|
|
| By: |
/s/
Phua Mei Ming |
|
| Name: |
Phua
Mei Ming |
|
| Title: |
Chief
Executive Officer |
|
Confirmed
and accepted as of the date first above written:
US
Tiger Securities, Inc.
Acting
on behalf of itself and as the Representative of the several Underwriters
| By: |
/s/
Jack Ye |
|
| Name: |
Jack
Ye |
|
| Title: |
Managing
Director |
|
SCHEDULE
I
Underwriters
| Underwriter | |
Number of Firm
Shares to Be
Purchased | | |
Number of Option Shares
to Be Purchased if the
Maximum Over-Allotment
Option Is Exercised | |
| US Tiger Securities, Inc. | |
| 1,250,000 | | |
| 187,500 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Total: | |
| 1,250,000 | | |
| 187,500 | |
SCHEDULE
II
Pricing
Disclosure Package
SCHEDULE
III
List
of Lock-Up Parties
| Lock-Up
Party |
|
Jurisdiction
and Identification No. |
| Phua
Yong Pin |
|
Singapore,
XXXXXX |
| Phua
Yong Tat |
|
Singapore,
XXXXXX |
| Chew
Kwang Yong |
|
Singapore,
XXXXXX |
| Golden
Hill Capital Ltd. |
|
British
Virgin Islands, XXXXXX |
| Summer
Capital Pte. Ltd. |
|
Singapore,
XXXXXX |
| Phua
Mei Ming |
|
Singapore,
XXXXXX |
| Lai
Kuan Loong “Victor” |
|
Singapore,
XXXXXX |
| Lee
Ai Ming |
|
Singapore,
XXXXXX |
| Sim
Mong Keang “Kenny” |
|
Singapore,
XXXXXX |
EXHIBIT
A
Form
of Lock-Up Agreement
US
Tiger Securities, Inc.
437
Madison Ave., 27th Floor
New
York, NY 10022
As
the Representative of the several underwriters as set forth in Schedule I of the Underwriting Agreement
Ladies
and Gentlemen:
The
undersigned understands that US Tiger Securities, Inc. (the “Representative”) propose to enter into an underwriting agreement
dated September 30, 2024 (the “Underwriting Agreement”) with Homestolife Ltd, a Cayman Islands company (the “Company”),
providing for the initial public offering by the several underwriters (the “Underwriters”) in the United States (the “Initial
Public Offering”) of a certain number of Ordinary Shares, par value $0.0001 each, of the Company. For purposes of this letter agreement,
“Shares” shall mean the Company’s Ordinary Shares.
To
induce the Underwriters to continue their efforts in connection with the Initial Public Offering, the undersigned hereby agrees that,
without the prior written consent of the Representative on behalf of the Underwriters, he or she (with respect to the directors, officers
and greater than 5% securityholders) during the period commencing on the date hereof and ending six (6) months after the date of Final
Prospectus (the “Lock-Up Period”), and the Company and its any successor will not (1) offer, pledge, announce the intention
to sell, 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, make any short sale, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any
securities convertible into or exercisable or exchangeable for or represent the right to receive Shares, whether now beneficially owned
(as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or hereafter
acquired by the undersigned (collectively, the “Lock-Up Securities”); (2) enter into a transaction which would have the same
effect, or any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Securities, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery
of Shares or such other securities, in cash or otherwise; (3) make any written demand for or exercise any right with respect to the registration
of any Shares or any security convertible into or exercisable or exchangeable for Shares; or (4) publicly disclose the intention to do
any of the foregoing.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent
of the Underwriters in connection with, as the case may be, (a) transactions relating to Lock-Up Securities acquired in open market transactions
after the completion of the Initial Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be
required or shall be voluntarily made in connection with subsequent sales of the Lock-up Securities acquired in such open market transactions;
(b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy upon the death of the directors, officers or greater than
5% securityholders or to an immediate family member or trust for the benefit of the undersigned and/or one or more family members (for
purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote
than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution or other not-for-profit organization;
(d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity,
any transfers of Lock-Up Securities to any such corporation, partnership, limited liability company or other business entity, or any
shareholder, partner or member of, or owner of similar equity interests in, the same, as the case may be; (e) a sale or surrender to
the Company of any share options or Shares of the Company underlying share options in order to pay the exercise price or taxes associated
with the exercise of share options pursuant to the Company’s equity incentive plans which are outstanding as of the date of the
Registration Statement, provided that such lock-up restrictions shall apply to any of the undersigned’s Shares issued upon
such exercise; or (f) transfers or distributions pursuant to any bona fide third-party tender offer, merger, acquisition, consolidation
or other similar transaction made to all holders of the Company’s Shares involving a Change of Control of the Company, provided
that in the event that such tender offer, merger, acquisition, consolidation or other such transaction is not completed, the Lock-Up
Securities held by the undersigned shall remain subject to the provisions of this lock-up agreement; provided that in the case
of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii)
each transferee shall sign and deliver to the Underwriters a lock-up agreement in the form of this lock-up agreement and (iii) no filing
under Section 16(a) of the Exchange Act of shall be required or shall be voluntarily made (collectively, “Permitted Transfers”).
For purposes of this paragraph, the term “Change of Control” shall mean any transaction or series of related transactions
pursuant to which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the “beneficial owner” (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the total voting power of the Shares of the Company on a fully diluted basis. In addition, the undersigned
agrees that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during
the Lock-up Period, make any demand for or exercise any right with respect to, the registration of any Shares or any securities convertible
into or exercisable or exchangeable for the Shares. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with this lock-up agreement.
The
undersigned agrees that (i) the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family”
Shares that the undersigned may purchase in the Initial Public Offering, (ii) at least three (3) business days before the effective date
of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Underwriters will notify
the Company of the impending release or waiver. Any release or waiver granted by the Underwriters hereunder to the Company or any of
its officers or directors shall only be effective two (2) business days after the publication date of such press release. The provisions
of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
or in connection with any other Permitted Transfer and (b) the transferee has agreed in writing to be bound by a lock-up agreement in
the form of this lock-up agreement and for the duration such terms of this agreement remain in effect at the time of the transfer.
No
provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities
exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the
Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless in connection with a Permitted Transfer or
in a transfer otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to
restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or
modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period). Nothing in this
Agreement shall be construed to prohibit or restrict the Company from filing a registration statement on Form S-8 covering ordinary shares
issuable pursuant to an equity incentive plan.
The
undersigned understands that the Company and the Underwriters are relying upon this lock-up agreement in proceeding toward consummation
of the Initial Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon
the undersigned’s heirs, legal Underwriters, successors and assigns.
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 Shares to be
sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
Whether
or not the Initial Public Offering actually occurs depends on a number of factors, including market conditions. The Initial Public Offering
will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.
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. The undersigned hereby submits to the exclusive jurisdiction of any court 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 over any suit, action
or proceeding arising out of or relating to this agreement (each, a “Related Proceeding”). The undersigned irrevocably waives,
to the fullest extent permitted by law, any objection which he or she or it may now or hereafter have to the laying of venue of any Related
Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient
forum. 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.
Terms
used herein but not defined shall have the same meaning assigned to them as in the Underwriting Agreement.
[SIGNATURE
PAGE TO FOLLOW]
| Very
truly yours, |
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| (Signature) |
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| Address: |
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[SIGNATURE
PAGE OF LOCK-UP AGREEMENT]
EXHIBIT
B
Form
of Lock-Up Waiver
Homestolife
Ltd
[Name
and Address of
The
Company or Officer or Director
Requesting
Waiver]
Dear
[Name]:
This
letter is being delivered to you in connection with the offering by Homestolife Ltd (the “Company”) of up to 1, 437,500
ordinary shares, par value US$0.0001 per share (the “Shares”) of the Company, and the lock-up agreement dated September
30, 2024 (the “Lock-Up Agreement”), executed by you in connection with such offering, and your request for a [waiver]/[release]
dated [date], with respect to [number] Shares.
The
undersigned hereby agrees to [waive]/[release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to
the Shares, effective [date]; provided, however, that such [waiver]/[release] is conditioned on the Company announcing the impending
[waiver]/[release] by press release through a major news service at least two business days before effectiveness of such [waiver]/[release].
This letter will serve as notice to the Company of the impending [waiver]/[release].
Except
as expressly [waived]/[released] hereby, the Lock-up Agreement shall remain in full force and effect.
EXHIBIT
C
Form
of Lock-Up Waiver Press Release
Homestolife
Ltd
[DATE]
Homestolife
Ltd (the “Company”) announced today that US Tigers Securities, Inc. the lead book-running manager in the Company’s
recent public sale of up to 1,437,500 Ordinary Shares, par value $0.0001 each (the “Shares”), are [waiving]/[releasing]
a lock-up restriction with respect to [number] Shares held by the [Company/certain officers/directors of the Company]. The [waiver]/[release]
will take effect on [date], and the Shares may be sold on or after such date.
This
press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited,
and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United
States Securities Act of 1933, as amended.
EXHIBIT
D
Form
of CFO Certificate
EXHIBIT
E
Form
of Secretary’s Certificate
EXHIBIT
F
Form
of Officer’s Certificate
Exhibit 99.2
AUDIT
COMMITTEE CHARTER
OF
THE BOARD OF DIRECTORS OF
HOMESTOLIFE
LTD
Purpose
The
purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”)
of HomesToLife Ltd (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly,
and other financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance
of the Company’s independent auditor, and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee
also shall review and approve all related-party transactions.
The
Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (“Commission”)
to be included in the Company’s annual proxy statement.
Committee
Membership
The
Audit Committee shall consist of no fewer than three members of the Board, absent a temporary vacancy. The Audit Committee shall meet
with the applicable listing standards of the Nasdaq Stock Market (“the “NASDAQ”) and the independence and experience
requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations
of the Commission.
The
members of the Audit Committee shall be appointed by the Board. Audit Committee members may be replaced by the Board. There shall be
a Chairman of the Audit Committee which shall also be appointed by the Board. The Chairman of the Audit Committee shall be a member of
the Audit Committee and, if present, shall preside at each meeting of the Audit Committee. He shall advise and counsel with the executives
of the Company, and shall perform such other duties as may from time to time be assigned to him by the Audit Committee or the Board of
Directors.
Meetings
The
Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet periodically
with management and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of
the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee.
Committee
Authority and Responsibilities
The
Audit Committee shall have the sole authority to appoint or replace the independent auditor. The Audit Committee shall be directly responsible
for determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related
work. The independent auditor shall report directly to the Audit Committee.
The
Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent
auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B)
of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may form and
delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority
to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals
shall be presented to the full Audit Committee at its next scheduled meeting.
The
Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting, or
other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation
to (i) the independent auditor for the purpose of rendering or issuing an audit report and (ii) any advisors employed by the Audit Committee.
The
Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval. The Audit Committee annually shall review the Audit Committee’s own
performance.
The
Audit Committee shall:
Financial
Statement and Disclosure Matters
| 1. |
Meet
with the independent auditor prior to the audit to review the scope, planning, and staffing of the audit. |
| |
|
| 2. |
Review
and discuss with management and the independent auditor the annual audit report, the financial statements and related notes and the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” or related disclosures
proposed to be included in the Company’s Annual Report, and recommend to the Board whether the audited financial statements
and related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
or related disclosures should be included in the Company’s Annual Report on Form 20-F (or the annual report to shareholders
if distributed prior to the filing of the Form 20-F). |
| |
|
| 3. |
Review
and discuss with management and the independent auditor the Company’s interim financial statements, including the results of
the independent auditor’s review of the interim financial statements. |
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|
| 4. |
Discuss
with management and the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection
with the preparation of the Company’s financial statements, including: |
| |
(a) |
any
significant changes in the Company’s selection or application of accounting principles; |
| |
|
|
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(b) |
the
Company’s critical accounting policies and practices; |
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|
|
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(c) |
all
alternative treatments of financial information within GAAP that have been discussed with management and the ramifications of the
use of such alternative accounting principles; |
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|
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(d) |
any
major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control
deficiencies; and |
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|
|
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(e) |
any
material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted
differences. |
| 5. |
Discuss
with management and independent auditor and, prior to issuance, review and approve the Company’s earnings releases, including
the use of “pro forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance
to be included in such releases and provided to analysts and rating agencies. Such discussion may be general and include the types
of information to be disclosed and the types of presentations to be made. |
| |
|
| 6. |
Discuss
with management and the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting
initiatives and (ii) off-balance sheet structures. |
| |
|
| 7. |
Review
and discuss with management and the independent auditor the Company’s major financial risk exposures and the steps management
has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. |
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|
| 8. |
Discuss
with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities
or access to requested information, and any significant disagreements with management. |
| 9. |
Review
disclosures made to the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer (or individuals
performing similar functions) during their certification process for the Annual Reports and Interim Reports (if necessary) about
any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and
any fraud involving management or other employees who have a significant role in the Company’s internal control over financial
reporting. |
Oversight
of the Company’s Relationship with the Independent Auditor
| 10. |
At
least annually, obtain and review a report from the independent auditor, consistent with the rules of the Public Company Accounting
Oversight Board, regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised
by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c)
any steps taken to deal with any such issues and (d) all relationships between the independent auditor and the Company. Evaluate
the qualifications, performance and independence of the independent auditor, including whether the auditor’s quality controls
are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and
taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions with respect
to the independent auditor to the Board. |
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|
| 11. |
Verify
the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate
to adopt a policy of rotating the independent auditing firm on a regular basis. |
| |
|
| 12. |
Oversee
the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit
of the Company. |
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|
| 13. |
Be
available to the independent auditor during the year for consultation purposes. |
Compliance
Oversight Responsibilities
| 14. |
Obtain
assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated. |
| |
|
| 15. |
Review
and approve all related-party transactions. |
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|
| 16. |
Inquire
and discuss with management the Company’s compliance with applicable laws and regulations and with the Company’s Code
of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance. |
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|
| 17. |
Establish
procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention
and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material
issues regarding the Company’s financial statements or accounting policies. Review requests for waivers under the Code of Ethics
sought with respect to any executive officer or director. Review annually with the Chairman of the Board or outside counsel, as appropriate,
the scope, implementation and effectiveness of the ethics and compliance program, and any significant deviations by officers and
employees from the Code of Ethics or other compliance policies, and other matters pertaining to the integrity of management. |
| 18. |
Discuss
with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports
that raise material issues regarding the Company’s financial statements or accounting policies. |
| |
|
| 19. |
Discuss
with the Company’s General Counsel legal matters that may have a material impact on the financial statements or the Company’s
compliance policies. |
| |
|
| 20. |
Review
and approve all payments made to the Company’s officers and directors or its or their affiliates. Any payments made to members
of the Audit Committee will be reviewed and approved by the Board, with the interested director or directors abstaining from such
review and approval. |
Limitation
of Audit Committee’s Role
While
the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan
or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management
and the independent auditor.
Exhibit 99.3
CHARTER
OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS OF
HOMESTOLIFE
LTD
I.
PURPOSES
The
Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of
HomesToLife Ltd (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities
relating to the compensation of the Company’s chief executive officer (the “CEO”) and other executive officers
of the Company, (b) administering or delegating the power to administer the Company’s incentive compensation and equity-based compensation
plans, and (c) if required by applicable rules and regulations, issuing a “Compensation Committee Report” (if necessary)
to be included in the Company’s annual report on Form 20-F or proxy statement, as applicable.
II.
RESPONSIBILITIES
In
addition to such other duties as the Board may from time to time assign, the Committee shall:
| ● | Establish,
review, and approve the overall executive compensation philosophy and policies of the Company,
including the establishment, if deemed appropriate, of performance-based incentives that
support and reinforce the Company’s long-term strategic goals, organizational objectives,
and stockholder interests. |
| | | |
| ● | Review
and approve the Company’s goals and objectives relevant to the compensation of the
CEO, annually evaluate the CEO’s performance in light of those goals and objectives
and, based on this evaluation, determine the CEO’s compensation level, including, but
not limited to, salary, bonus or bonus target levels, long and short-term incentive and equity
compensation, retirement plans, and deferred compensation plans as the Committee deems appropriate.
In determining the long-term incentive component of the CEO’s compensation, the Committee
shall consider, among other factors, the Company’s performance and relative stockholder
return, the value of similar incentive awards to CEOs at comparable companies, and the awards
given to the Company’s CEO in past years. The CEO shall not be present during voting
and deliberations relating to CEO compensation. |
| | | |
| ● | Determine
the compensation of all other executive officers, including, but not limited to, salary,
bonus or bonus target levels, long and short-term incentive and equity compensation, retirement
plans, and deferred compensation plans, as the Committee deems appropriate. Members of senior
management may report on the performance of the other executive officers of the Company and
make compensation recommendations to the Committee, which will review and, as appropriate,
approve the compensation recommendations. |
| | | |
| ● | Receive
and evaluate performance target goals for the senior officers and employees (other than executive
officers) and review periodic reports from the CEO as to the performance and compensation
of such senior officers and employees. |
| | | |
| ● | Administer
or delegate the power to administer the Company’s incentive and equity-based compensation
plans, including the grant of stock options, restricted stock, and other equity awards under
such plans. |
| | | |
| ● | Review
and make recommendations to the Board with respect to the adoption of, and amendments to,
incentive compensation and equity-based plans and approve for submission to the stockholders
all new equity compensation plans that must be approved by stockholders pursuant to applicable
law. |
| ● | Review
and approve any annual or long-term cash bonus or incentive plans in which the executive
officers of the Company may participate. |
| | | |
| ● | Review
and approve for the CEO and the other executive officers of the Company any employment agreements,
severance arrangements, and change in control agreements or provisions. |
| | | |
| ● | Review
and discuss with the Company’s management the Compensation Discussion and Analysis
set forth in Securities and Exchange Commission Regulation S-K, Item 402, if required, and,
based on such review and discussion, determine whether to recommend to the Board of Directors
of the Company that the Compensation Discussion and Analysis be included in the Company’s
annual report or proxy statement for the annual meeting of stockholders. |
| | | |
| ● | Provide
the Compensation Committee Report for the Company’s annual report or proxy statement
for the annual meeting of stockholders, if required. |
| | | |
| ● | Conduct
an annual performance evaluation of the Committee. In conducting such review, the Committee
shall evaluate and address all matters that the Committee considers relevant to its performance,
including at least the following: (a) the adequacy, appropriateness, and quality of the information
received from management or others; (b) the manner in which the Committee’s recommendations
were discussed or debated; (c) whether the number and length of meetings of the Committee
were adequate for the Committee to complete its work in a thorough and thoughtful manner;
and (d) whether this Charter appropriately addresses the matters that are or should be within
its scope. |
| | | |
| ● | Oversee
shareholder communications relating to executive compensation and review and make recommendations
with respect to shareholder proposals related to compensation matters. |
| | | |
| ● | Undertake
such other responsibilities or tasks as the Board may delegate or assign to the Committee
from time to time. |
III.
COMPOSITION
The
Committee shall be comprised of two or more members (including a chairperson) of the Board, all of whom shall be “independent directors,”
as such term is defined in the rules and regulations of the Nasdaq Stock Market (“the “NASDAQ”). At least two
of the Committee members shall be “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of
1934 (the “Exchange Act”). The members of the Committee and the chairperson shall be selected not less frequently
than annually by the Board and serve at the pleasure of the Board. A Committee member (including the chairperson) may be removed at any
time, with or without cause, by the Board.
The
Committee, by resolution approved by a majority of the Committee, may delegate any of its responsibilities to one or more subcommittees
as the Committee may from time to time deem appropriate. If at any time the Committee includes a member who is not a “non-employee
director” within the meaning of Rule 16b-3 under the Exchange Act, then a subcommittee comprised entirely of individuals who are
“non-employee directors” may be formed by the Committee for the purpose of ratifying any grants of awards under any incentive
or equity-based compensation plan for the purposes of complying with the exemption requirements of Rule 16b-3 of the Exchange Act; provided
that any such grants shall not be contingent on such ratification.
IV.
MEETINGS AND OPERATIONS
The
Committee shall meet as often as necessary to enable it to fulfill its responsibilities. The Committee shall meet at the call of its
chairperson or a majority of its members. The Committee may meet by telephone conference call or by any other means permitted by law.
A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of
members present at a meeting at which a quorum is present. The Committee may act by unanimous written consent of all members in lieu
of a meeting. The Committee shall determine its own rules and procedures, including designation of a chairperson pro tempore in the absence
of the chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings
and prepare minutes. The Secretary of the Company shall be the Secretary of the Committee unless the Committee designates otherwise.
The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records of the Company.
Any member of the Board shall be provided with copies of such Committee minutes if requested.
The
Committee may ask members of management, employees, outside counsel, or others whose advice and counsel are relevant to the issues then
being considered by the Committee to attend any meetings (or a portion thereof) and to provide such pertinent information as the Committee
may request.
The
chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda which shall be circulated
to the members prior to the meeting date, presiding over Committee meetings, making Committee assignments, and reporting the Committee’s
actions to the Board. Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description
of all actions taken by the Committee at the meeting.
If
at any time during the exercise of his or her duties on behalf of the Committee, a Committee member has a direct conflict of interest
with respect to an issue subject to determination or recommendation by the Committee, such Committee member shall abstain from participation,
discussion, and resolution of the instant issue, and the remaining members of the Committee shall advise the Board of their recommendation
on such issue. The Committee shall be able to make determinations and recommendations even if only one Committee member is free from
conflicts of interest on a particular issue.
V.
AUTHORITY
The
Committee has the authority, to the extent it deems appropriate, to conduct or authorize investigations into or studies of matters within
the Committee’s scope of responsibilities and to retain one or more compensation consultants to assist in the evaluation of CEO
or executive compensation or other matters. The Committee shall have the sole authority to retain and terminate any such consulting firm,
and to approve the firm’s fees and other retention terms. The Committee shall evaluate whether any compensation consultant retained
or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K. The Committee shall also
have the authority, to the extent it deems necessary or appropriate, to retain legal counsel or other advisors. In retaining compensation
consultants, outside counsel, and other advisors, the Committee must take into consideration factors specified in the NASDAQ listing
rules. The Company will provide for appropriate funding, as determined by the Committee, for payment of any such investigations or studies
and the compensation to any consulting firm, legal counsel, or other advisors retained by the Committee.
Exhibit
99.4
CHARTER
OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
THE
BOARD OF DIRECTORS OF
HOMESTOLIFE
LTD
The
responsibilities and powers of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the
Board of Directors (“Board”) of HomesToLife Ltd (the “Company”), as delegated by the Board, are
set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent judgment on an informed
basis that the action is in the best interests of the Company and its shareholders.
I.
PURPOSE
As
set forth herein, the Nominating Committee shall, among other things, discharge the responsibilities of the Board relating to the appropriate
size, functioning, and needs of the Board including, but not limited to, recruitment and retention of high quality Board members and
committee composition and structure, as well as administration and oversight of all aspects of the Company’s corporate governance
functions on behalf of the Board.
II.
MEMBERSHIP
The
Nominating Committee shall consist of at least two members of the Board as determined from time to time by the Board. Each member shall
be “independent” in accordance with the listing standards of the Nasdaq Stock Market (“the “NASDAQ”),
as amended from time to time.
The
Board shall elect the members of this Nominating Committee at the first Board meeting practicable following the annual meeting of shareholders
and may make changes from time to time pursuant to the provisions below. Unless a chair is elected by the Board, the members of the Nominating
Committee shall designate a chair by majority vote of the full Nominating Committee membership.
A
Nominating Committee member may resign by delivering his or her written resignation to the chairman of the Board, or may be removed by
majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon
delivery of such written notice to such member if no date is specified.
MEETINGS
AND COMMITTEE ACTION
The
Nominating Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the Nominating Committee
shall be called by the chairman of the Nominating Committee upon such notice as is provided for in the Bylaws of the company with respect
to meetings of the Board. A majority of the members shall constitute a quorum. Actions of the Nominating Committee may be taken in person
at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the
members present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Nominating Committee. The Nominating
Committee shall report its minutes from each meeting to the Board.
The
chairman of the Nominating Committee may establish such rules as may from time to time be necessary or appropriate for the conduct of
the business of the Nominating Committee. At each meeting, the chairman shall appoint as secretary a person who may, but need not, be
a member of the Nominating Committee. A certificate of the secretary of the Nominating Committee or minutes of a meeting of the Nominating
Committee executed by the secretary setting forth the names of the members of the Nominating Committee present at the meeting or actions
taken by the Nominating Committee at the meeting shall be sufficient evidence at all times as to the members of the Nominating Committee
who were present, or such actions taken.
IV.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
| |
● |
Developing
the criteria and qualifications for membership on the Board. |
| |
|
|
| |
● |
Recruiting,
reviewing and nominating candidates for election to the Board or to fill vacancies on the Board. |
| |
● |
Reviewing
candidates proposed by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates. |
| |
|
|
| |
● |
Establishing
subcommittees for the purpose of evaluating special or unique matters. |
| |
|
|
| |
● |
Monitoring
and making recommendations regarding committee functions, contributions, and composition. |
| |
|
|
| |
● |
Evaluating,
on an annual basis, the Nominating Committee’s performance. |
| |
|
|
| |
● |
Administer
and oversee all aspects of the Company’s corporate governance functions on behalf of the Board. |
| |
|
|
| |
● |
Make
recommendations to the Board regarding corporate governance issues and related policies for risk assessment and risk management. |
| |
|
|
| |
● |
Review
with management and the Board the adequacy of and compliance with the Company’s Code of Ethics and the results of management’s
efforts to monitor compliance with the Company’s policies designed to ensure adherence to applicable laws and rules. |
| |
|
|
| |
● |
Performing
any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Committee or the Board deems
appropriate. |
V.
REPORTING
The
Nominating Committee shall prepare a statement each year concerning its compliance with this charter for inclusion in the Company’s
proxy statement.
HOMESTOLIFE
LTD
Board of Director Candidate Guidelines
The
Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of HomesToLife
Ltd (the “Company”) will identify, evaluate, and recommend candidates to become members of the Board with the goal
of creating a balance of knowledge and experience. Nominations to the Board may also be submitted to the Nominating Committee by the
Company’s shareholders in accordance with the Company’s policy, a copy of which is attached hereto. Candidates will be reviewed
in the context of current composition of the Board (including the diversity in background, experience, and viewpoints of the Board),
the operating requirements of the Company, and the long-term interests of the Company’s shareholders. In conducting this assessment,
the Nominating Committee will consider and evaluate each director-candidate based upon its assessment of the following criteria:
| |
● |
Whether
the candidate is independent pursuant to the requirements of the Nasdaq. |
| |
|
|
| |
● |
Whether
the candidate is accomplished in his or her field and has a reputation, both personal and professional, that is consistent with the
image and reputation of the Company. |
| |
|
|
| |
● |
Whether
the candidate has the ability to read and understand basic financial statements. |
| |
|
|
| |
● |
If
a candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the Securities and
Exchange Commission. |
| |
|
|
| |
● |
Whether
the candidate has relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience
and expertise. |
| |
|
|
| |
● |
Whether
the candidate has knowledge of the Company and issues affecting the Company. |
| |
|
|
| |
● |
Whether
the candidate is committed to enhancing shareholder value. |
| |
|
|
| |
● |
Whether
the candidate fully understands, or has the capacity to fully understand, the legal responsibilities of a director and the governance
processes of a public company. |
| |
|
|
| |
● |
Whether
the candidate is of high moral and ethical character and would be willing to apply sound, objective, and independent business judgment,
and to assume broad fiduciary responsibility. |
| |
|
|
| |
● |
Whether
the candidate has, and would be willing to commit, the required hours necessary to discharge the duties of Board membership. |
| |
|
|
| |
● |
Whether
the candidate has any prohibitive interlocking relationships or conflicts of interest. |
| |
|
|
| |
● |
Whether
the candidate is able to develop a good working relationship with other Board members and contribute to the Board’s working
relationship with the senior management of the Company. |
| |
|
|
| |
● |
Whether
the candidate is able to suggest business opportunities to the Company. |
HOMESTOLIFE
LTD
Shareholder
Recommendations for Directors
Shareholders
who wish to recommend to the Nominating Committee (the “Nominating Committee”) of the Board of Directors (the “Board”)
of HomesToLife Ltd (the “Company”), a candidate for election to the Board should send a written recommendation to
HomesToLife Ltd, Attention: Nominating Committee. The Corporate Secretary will promptly forward all such letters to the members of the
Nominating Committee. Shareholders must follow certain procedures to recommend to the Nominating Committee candidates for election as
directors. In general, in order to provide sufficient time to enable the Nominating Committee to evaluate candidates recommended by shareholders
in connection with selecting candidates for nomination in connection with the Company’s annual meeting of shareholders, the Corporate
Secretary must receive the shareholder’s recommendation no later than thirty (30) days after the end of the Company’s fiscal
year.
The
recommendation must contain the following information about the candidate:
| |
● |
Name; |
| |
|
|
| |
● |
Age; |
| |
|
|
| |
● |
Business
and current residence addresses, as well as residence addresses for the past 20 years; |
| |
|
|
| |
● |
Principal
occupation or employment and employment history (name and address of employer and job title) for the past 10 years (or such shorter
period as the candidate has been in the workforce); |
| |
|
|
| |
● |
Educational
background; |
| |
|
|
| |
● |
Permission
for the Company to conduct a background investigation, including the right to obtain education, employment, and credit information; |
| |
|
|
| |
● |
The
number of shares of common stock of the Company beneficially owned by the candidate; |
| |
|
|
| |
● |
The
information that would be required to be disclosed by the Company about the candidate under the rules of the SEC in a Proxy Statement
soliciting proxies for the election of such candidate as a director (which currently includes information required by Items 401,
404 and 405 of Regulation S-K); and |
| |
|
|
| |
● |
A
signed consent of the nominee to serve as a director of the Company, if elected. |
Exhibit
99.6
HomesToLife
Ltd Announces Pricing of Initial Public Offering
SINGAPORE,
September 30, 2024 – HomesToLife Ltd. (“HTLM” or the “Company”) today announced the pricing
of its initial public offering of an aggregate of 1,250,000 ordinary shares (the “Offering”), all of which are being
offered by HTLM at a public offering price of $4.00 per share.
In
addition, the Company has granted the underwriters a 45-day option (the “Over-Allotment Option”) to purchase up to
an additional 187,500 ordinary shares at the initial public offering price, less underwriting discounts and commissions. The gross proceeds
to HTLM from the Offering (assuming that the Over-Allotment Option is not exercised), before deducting underwriting discounts and commissions
and estimated offering expenses payable by HTLM, is expected to be $5 million.
The
shares are expected to begin trading on the Nasdaq Capital Market under the ticker symbol “HTLM” on October 1, 2024. The
Offering is expected to close on October 2, 2024, subject to customary closing conditions.
US
Tiger Securities, Inc. (“Tiger”) is the sole Book-Running manager for the Offering. Loeb & Loeb LLP is acting
as U.S. legal counsel to the Company, and Hunter Taubman Fischer & Li LLC is acting as U.S. legal counsel to Tiger.
The
Offering is being conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-281693) previously filed
with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2024.
The Offering is being made only by means of a prospectus. Before you invest, you should read the prospectus and other documents the Company
has filed or will file with the SEC for more information about the Company and the Offering. You may get these documents for free by
visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, electronic copies of the prospectus relating to the Offering
may be obtained from Tiger at 437 Madison Avenue, 27th Floor, New York, New York 10022, or by telephone at +1 646-978-5188.
This
press release has been prepared for informational purposes
only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
About
HomesToLife Ltd.
The
Company’s wholly owned subsidiary and operating company, HomesToLife Singapore, is one of the leading home furniture retailers
that offers and sells customized furniture solutions in Singapore. As of October 2024, it has six retail store locations. It has helped
homeowners create living spaces that reflect their individuality since 2014. Its product offerings include leather and fabric upholstered
furniture, case goods and accessories, and offers a one-stop shop for retail customers to furnish their homes. “HomesToLife”
has a long-standing pledge to offer fair prices, great value, consistent and reliable quality, and on-time delivery to its customers.
The Company’s website, www.homestolife.com, offers consumers a seamless shopping experience online and post-sales customer
service support.
FORWARD-LOOKING
STATEMENTS
Certain
statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering.
These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy
and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all)
of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or
other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company
believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
other filings with the SEC.
Contacts
HomesToLife
Ltd. Contact:
6
Raffles Boulevard, #02-01/02
Marina
Square, Singapore 039594
Email:
investor@homestolife.com
Underwriter
Inquiries:
US
Tiger Securities, Inc.
437
Madison Avenue, FL 27
New
York, NY 10022
Email:
ECM@ustigersecurities.com
Investor
Relations Inquiries:
Skyline
Corporate Communications Group, LLC
Scott
Powell, President
1177
Avenue of the Americas, 5th Floor
New
York, New York 10036
Office:
(646) 893-5835
Email:
info@skylineccg.com
Exhibit
99.7
HomesToLife
Ltd Announces
Closing
of Initial Public Offering
SINGAPORE,
October 2, 2024 – HomesToLife Ltd. (“HTLM” or the “Company”) today announced the
closing of its previously announced initial public offering of an aggregate of 1,437,500 ordinary shares (the “Offering”)
at a price of $4.00 per share (the “Offering Price”) to the public, including
187,500 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for a total of $5.75
million of gross proceeds to the Company, before deducting underwriting discounts and estimated offering expenses. The shares
began trading on the NASDAQ Stock Market LLC on October 1, 2024, under the symbol “HTLM.”
US
Tiger Securities, Inc. (“Tiger”) was the sole Book-Running manager for the Offering. Loeb & Loeb LLP acted as
U.S. legal counsel to the Company, and Hunter Taubman Fischer & Li LLC acted as U.S. legal counsel to Tiger.
The
Offering was conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-281693) previously filed with
and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2024.
The Offering was made only by means of a prospectus. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov.
Alternatively, electronic copies of the prospectus relating to the Offering may be obtained from Tiger at 437 Madison Avenue, 27th Floor,
New York, New York 10022, or by telephone at +1 646-978-5188.
This
press release has been prepared for informational purposes
only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
About
HomesToLife Ltd.
The
Company’s wholly owned subsidiary and operating company, HomesToLife Singapore, is one of the leading home furniture retailers
that offers and sells customized furniture solutions in Singapore. As of October 2024, it has six retail store locations. It has helped
homeowners create living spaces that reflect their individuality since 2014. Its product offerings include leather and fabric upholstered
furniture, case goods and accessories, and offers a one-stop shop for retail customers to furnish their homes. “HomesToLife”
has a long-standing pledge to offer fair prices, great value, consistent and reliable quality, and on-time delivery to its customers.
The Company’s website, www.homestolife.com, offers consumers a seamless shopping experience online and post-sales customer
service support.
FORWARD-LOOKING
STATEMENTS
Certain
statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering.
These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy
and financial needs. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise
publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except
as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s
registration statement and other filings with the SEC.
Contacts
HomesToLife
Ltd. Contact:
6
Raffles Boulevard, #02-01/02
Marina
Square, Singapore 039594
Email:
Investor@homestolife.com
Underwriter
Inquiries:
US
Tiger Securities, Inc.
437
Madison Avenue, FL 27
New
York, NY 10022
Email:
ECM@ustigersecurities.com
Investor
Relations Inquiries:
Skyline
Corporate Communications Group, LLC
Scott
Powell, President
1177
Avenue of the Americas, 5th Floor
New
York, New York 10036
Office:
(646) 893-5835
Email:
info@skylineccg.com
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