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 February 2025
Commission
File Number: 001-41444
Intelligent
Living Application Group Inc.
Unit
2, 5/F, Block A, Profit Industrial Building
1-15
Kwai Fung Crescent, Kwai Chung
New
Territories, Hong Kong
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
February 25, 2025, Intelligent Living Application Group Inc. (the “Company”) entered into a Placement Agency Agreement (the
“PAA”) with Craft Capital Management LLC (“Craft Capital”), as the Placement Agent, to issue and sell 1,034,483
ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), at a purchase
price of $0.58 per Share. The Shares were offered by the Company pursuant to its shelf registration statement on Form F-3 (File No. 333-274495),
that was declared effective by the Securities and Exchange Commission on December 4, 2023 (the “Registration Statement”),
on a best-efforts basis (the “Offering”). The offer and sale of the Shares in the Offering are described in the Company’s
prospectus constituting a part of the Registration Statement, as supplemented by a final prospectus supplement dated February 25, 2025.
Pursuant
to the terms of the PAA, the Company agreed to pay the Placement Agent a cash fee equal to 8.0% of the gross proceeds of the Offering
and to reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $50,000. The Company also agreed to issue,
as additional compensation, to the Placement Agent, placement agent warrants to purchase up to 41,380 Ordinary Shares, equivalent to
4% of the Shares, at an exercise price of $0.783 per share. In addition, the Company and its officers and directors, agreed to a 90-day
“lock-up” period from the closing date of the Offering, subject to certain exceptions. The PAA contains customary representations,
warranties and agreements of the Company, customary conditions to closing, obligations of the parties and termination provisions.
The
foregoing description of the PAA is not complete and is qualified in its entirety by reference to the full text of the form of the PAA,
a copy of which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated by reference herein.
Conyers
Dill & Pearman, counsel to the Company, has issued an opinion to the Company with respect to the validity of the Shares to be issued
and sold in the Offering, a copy of which is filed as Exhibit 5.1 to this report on Form 6-K.
On
February 27, 2025, the Company closed the Offering. The Company sold 1,034,483 Shares for total gross proceeds of approximately $600,000.
This
report on Form 6-K is incorporated by reference into the Registration Statement.
Exhibit
Index
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.
| |
Intelligent
Living Application Group Inc. |
| |
|
| Date:
February 27, 2025 |
By: |
/s/
Bong Lau |
| |
Name: |
Bong
Lau |
| |
Title: |
Chief
Executive Officer |
Exhibit
5.1
 |
CONYERS
DILL & PEARMAN
29th
Floor
One
Exchange Square
8
Connaught Place
Central
Hong
Kong
T
+852 2524 7106 | F +852 2845 9268
conyers.com |
27
February 2025
Matter
No. 1006400/110706915
852
2842 9530
Richard.Hall@conyers.com
Intelligent
Living Application Group Inc.
Unit
2, 5/F, Block A, Profit Industrial Building
1-15
Kwai Fung Crescent, Kwai Chung
New
Territories, Hong Kong
Dear
Sir/Madam,
Re:
Intelligent Living Application Group Inc. (the “Company”)
We
have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on form F-3 (File No. 333-274495)
filed with the U.S. Securities and Exchange Commission (the “Commission”) which became effective on December 4, 2023
(the “Registration Statement”) and a prospectus supplement filed with the Commission February 26, 2025 (the “Prospectus
Supplement”), relating to the sale of an aggregate of 1,034,483 ordinary shares of the Company par value US$0.0001 per share
(the “Ordinary Shares”) pursuant to a Placement Agent Agreement dated February 25, 2025 entered into by the Company
and the placement agent therein.
For
the purposes of giving this opinion, we have examined a copy of the Registration Statement and the Prospectus (both terms do not include
any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
We
have also reviewed copies of:
| 1.1. | the
amended and restated memorandum (the “Memorandum”) and articles of association
of the Company certified by the Secretary of the Company on 27 February 2025; |
| | |
| 1.2. | unanimous
written resolutions of the directors of the Company dated 25 February 2025 (the “Resolutions”); |
| | |
| 1.3. | a
Certificate of Good Standing issued by the Registrar of Companies in relation to the Company
on 26 February 2025 (the “Certificate Date”); |
| | |
| 1.4. | such
other documents and made such enquiries as to questions of law as we have deemed necessary
in order to render the opinion set forth below. |
We
have assumed:
| 2.1. | the
genuineness and authenticity of all signatures and the conformity to the originals of all
copies (whether or not certified) examined by us and the authenticity and completeness of
the originals from which such copies were taken; |
| | |
| 2.2. | that
where a document has been examined by us in draft form, it will be or has been executed and/or
filed in the form of that draft, and where a number of drafts of a document have been examined
by us all changes thereto have been marked or otherwise drawn to our attention; |
| | |
| 2.3. | the
accuracy and completeness of all factual representations made in the Registration Statement
and other documents reviewed by us; |
| | |
| 2.4. | that
the Resolutions were passed at one or more duly convened, constituted and quorate meetings
or by unanimous written resolutions, will remain in full force and effect and will not be
rescinded or amended; |
| | |
| 2.5. | that
there is no provision of the law of any jurisdiction, other than the Cayman Islands, which
would have any implication in relation to the opinions expressed herein; |
| | |
| 2.6. | that
upon issue of any Ordinary Shares to be sold by the Company, the Company will receive consideration
for the full issue price thereof which shall be equal to at least the par value thereof;
|
| | |
| 2.7. | the
validity and binding effect under the laws of the United States of America of the Registration
Statement and that the Registration Statement will be duly filed with the Commission; |
| | |
| 2.8. | the
Company has not taken any action to appoint a restructuring officer; |
| | |
| 2.9. | no
invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any shares of the Company; and |
| | |
| 2.10. | that
on the date of issuance of any of the Ordinary Shares, (i) the Company will have sufficient
authorised but unissued Ordinary Shares, and (ii) the Company is and after issuing such Ordinary
Shares will be able to pay its debts. |
| 3.1. | We
have made no investigation of and express no opinion in relation to the laws of any jurisdiction
other than the Cayman Islands. This opinion is to be governed by and construed in accordance
with the laws of the Cayman Islands and is limited to and is given on the basis of the current
law and practice in the Cayman Islands. |
On
the basis of and subject to the foregoing, we are of the opinion that:
| 4.1. | The
Company is duly incorporated and existing under the laws of the Cayman Islands and, based
on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant
to the Companies Act (the “Act”), a company is deemed to be in good standing
if all fees and penalties under the Act have been paid and the Registrar of Companies has
no knowledge that the Company is in default under the Act. |
| | |
| 4.2. | Based
solely on our review of the Memorandum, the authorised share capital of the Company is US$50,000
divided into 500,000,000 shares of a nominal or par value of US$0.0001 each, comprising of
(i) 450,000,000 Ordinary Shares of a nominal or par value of US$ 0.0001 each, and (ii) 50,000,000
preferred shares of a nominal or par value of US$0.0001 each of such class or classes (however
designated) as the board of directors may determine in accordance with Article 12 of the
Articles. |
| | |
| 4.3. | The
Company has taken all corporate action required to authorise the allotment and issue of the
Ordinary Shares. When issued and paid for as contemplated by the Registration Statement and
the Prospectus Supplement, the Ordinary Shares will be validly issued, fully paid and non-assessable
(which term when used herein means that no further sums are required to be paid by the holders
thereof in connection with the issue of such shares). |
We
hereby consent to the filing of this opinion as an exhibit to the Company’s report filing on Form 6- K with the Commission. In
giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours
faithfully,
/s/
Conyers Dill & Pearman
Conyers
Dill & Pearman
Exhibit
10.1
CRAFT
CAPITAL MANAGEMENT LLC
PLACEMENT
AGENCY AGREEMENT
February
25, 2025
Intelligent
Living Application Group Inc.
Unite
2, 5/F, Block A, Profit Industrial Building
1-15
Kwai Fung Crescent, Kwai Chung
New
Territories, Hong Kong
Attn:
Bong Lau, CEO
Dear
Mr. Lau:
This
agreement (the “Agreement”) constitutes the agreement between Craft Capital Management LLC (the “Placement
Agent” or “Craft”) and Intelligent Living Application Group Inc., a Cayman Islands exempted company (the
“Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on
a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered
Ordinary Shares (the “Shares”) of the Company, par value $0.0001 per share (the “Ordinary Shares” or
“Securities.). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the
purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes
that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue
any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in
connection with the Placement, including but not limited to the Purchase Agreement (as defined below) shall be collectively referred
to as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein as the “Closing
Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase
the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement
Agent with respect to securing any other financing on behalf of the Company. With the prior written consent of the Company, the Placement
Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement.
SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.
A. Representations
of the Company. The Company hereby represents and warrants to the Placement Agent that:
1. Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the Company’s SEC Reports (as defined below) (each
a “Subsidiary” and together the “Subsidiaries”). The Company owns, directly or indirectly, all
of the capital stock or other equity interests of each Subsidiary free and clear of any lien, charge, pledge, security interest, encumbrance,
right of first refusal, preemptive right or other restriction (each, a “Lien”), and all of the issued and outstanding
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.
2. Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary
is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and each Subsidiary is duly qualified to conduct business and is in good standing as a corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect
on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and each Subs, taken as
a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations
under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no action, claim, suit,
investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether
commenced or threatened (each, a “Proceeding”) has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
3. Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and
no further action is required by the Company, the board of directors or the Company’s stockholders in connection herewith or therewith
other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms
hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.
4. No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which
it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s amended and restated memorandum and articles of
association, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset
of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or
reasonably be expected to result in a Material Adverse Effect.
5. Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other person
in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) issue a press
release disclosing the material terms of the transactions contemplated hereby, and (b) file a Form 6-K, including the Transaction Documents
as exhibits thereto, with the Commission within the time required by the Exchange Act;, (ii) the filing with the Commission of the Prospectus
Supplement, (iii) the notice and/or application(s) to and approvals by the Nasdaq Capital Market for the issuance and sale of the Securities
and the listing of the Shares for trading thereon in the time and manner required thereby, and (iv) such filings as are required to be
made under applicable state securities laws (collectively, the “Required Approvals”).
6. Issuance
of the Securities; Registration.
(1) The
Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and
validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly
authorized capital stock the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Company has prepared and filed
with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3, as amended
(Registration No. 333-274495), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the Securities which registration statement, as so amended (including
post-effective amendments, if any) became effective on December 4, 2023. At the time of such filing, the Company met the requirements
of Form F-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities
Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the
rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the
form of prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution thereof
and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth
therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called
the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter
called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with
the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus
Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”)
which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date
of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this
Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed
to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included,” “described,” “referenced,” “set forth”
or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of
like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be.
No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement
has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened
by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405
under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with
the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein.
(2) The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by
the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied
in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended
or supplemented, if applicable, 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. The Base Prospectus, the Time of Sale Prospectus and the
Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and
the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended
or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange
Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue
statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated
Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they
were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus
or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date
thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be
filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated
hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period.
There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus
Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required
or (y) will not be filed within the requisite time period.
7. SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Base Prospectus
and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved
(“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position
of the Company and its os as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
8. Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as set forth in the SEC Reports (i) there has been no event, occurrence or development that has had or that could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with
the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares
of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate (as defined under
Rule 405 under the Securities Act), except pursuant to existing Company equity incentive plans. The Company does not have pending before
the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this
Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists
or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the
date that this representation is made.
9. Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
that could have or reasonably be expected to result in a Material Adverse Effect. There is no Action that (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director
or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.
10. Free
Writing Prospectus. The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164
and 433 under the Securities Act. 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 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 behalf of or used by the Company complies or will comply
in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.
11. FINRA.
There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,
any ten percent (10.0%) or greater shareholder of the Company, except as set forth in the Registration Statement and the other documents
the Company has filed or furnished with the Commission.
12. Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees is a member of a union
that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any Subsidiary is
a party to a collective bargaining agreement, and the Company and each Subsidiary believe that their relationships with their employees
are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition
agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of
each such executive officer does not subject the Company or any of its subsidiaries to any liability with respect to any of the foregoing
matters. The Company and its subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating
to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
13. Compliance.
Neither the Company nor any subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or
any subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.
14. Regulatory
Permits. The Company and the subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or
modification of any Material Permit.
15. Title
to Assets. The Company and the subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the subsidiaries, in
each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the subsidiaries and (ii) Liens for the payment
of federal, state, foreign or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment
of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the subsidiaries are in compliance, with such
exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements,
equipment or personal property by the Company or such subsidiary.
16. Intellectual
Property. The Company and the subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as currently conducted or as currently proposed to be conducted
as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any
of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest
audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of facts that would preclude
it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or
will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.
17. Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not
limited to, directors and officers insurance coverage reasonably acceptable for companies of the size of the Company in Hong Kong and
China. Neither the Company nor any Subsidiary has been notified that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost.
18. Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary
and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or
such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any equity incentive plan of the Company.
19. Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, and
any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as
of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls 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 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. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures 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. The Company’s certifying officers have
evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period
covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The
Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers that the
internal control over financial reporting of the Company was not effective.. Since the Evaluation Date, there have been no changes in
the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that
have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company
and its Subsidiaries.
20. Certain
Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will
be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated by the Transaction Documents.
21. Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The
Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
22. Registration
Rights. Except as set forth in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.
23. Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
Other than as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from the
Nasdaq Capital Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with
the listing or maintenance requirements of the Nasdaq Capital Market. Except as disclosed in the SEC Reports, the Company is, and has
no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.
24. No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated.
25. Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount
that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as
now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of
the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the
current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date thereof all outstanding secured
and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes
of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000
(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated
balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases
required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
26. Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all
foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid
all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for
periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis
for any such claim.
27. Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
28. Accountants.
The Company’s independent registered public accounting firm is Wei, Wei & Co., LLP. To the knowledge and belief of the Company,
such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with
respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2023.
29. Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the
Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of
the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement
of the Securities.
30. Cybersecurity.
(i)(x) To the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any
of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including
the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment
or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified
of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise
to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and
all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and
contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data
from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material
Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain
and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems
and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry
standards and practices.
31. Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).
32. U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
33. Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of
1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five (25%) percent or more of the total equity of
a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.
34. Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
B. Covenants
of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent materially complete
conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof,
and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the
Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering
material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base Prospectus, the Time
of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein
and any other materials permitted by the Securities Act.
SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that
it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer
under the laws of the states applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body
corporate validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform
its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status
as such. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance
with the provisions of this Agreement and the requirements of applicable law.
SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company
shall pay to the Placement Agent or their respective designees their pro rata portion (based on the Securities placed) of the following
compensation with respect to the Securities which they are placing:
A. Cash
Fee. A cash fee (the “Cash Fee”) equal to an aggregate of eight percent (8.0%) of the aggregate gross proceeds
raised in the Placement. The Cash Fee shall be paid at the closing of the Placement (the “Closing”).
B. Warrants.
As additional compensation hereunder, at the Closing, the Company will issue to the Placement Agent or its designees warrants to purchase
such number of Ordinary Shares equal to 4% of the aggregate number of Shares as are issued and sold in the Offering (the “Placement
Agent Warrants”). The Placement Agent Warrants will have an exercise price equal to 135% of the offering price per share in
the Placement. The Placement Agent Warrants shall contain customary terms, including, without limitation, a three-year exercise period,
provisions for corporate anti-dilution protections (such as stock splits, combinations and the like) and cashless exercise (in the event
of no effective registration statement). The Placement Agent Warrants and the Cash Fee are sometimes collectively referred to herein
as the “Agent’s Compensation.”
C. Expense
Allowance. Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in the event that the Company consummates
the Placement, to pay, or reimburse if paid by the Placement Agent, all reasonable and documented out-of-pocket costs and expenses incident
to the Placement and the performance of the obligations of the Placement Agent under this Agreement (including, without limitation, the
fees and expenses of the Placement Agent’s outside attorneys), provided that, such costs and expenses shall not exceed $50,000
. The Company will pay or reimburse Placement Agent directly upon the Closing of the Placement from the gross proceeds raised in the
Placement for all amounts owed under the preceding sentence.
D. The
Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event
that a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation is in excess of FINRA
rules or that the terms thereof require adjustment.
SECTION
4. INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forth
in the Indemnification Provisions (the “Indemnification”) attached hereto as Exhibit B, the provisions of which
are incorporated herein by reference and shall survive the termination or expiration of this Agreement.
SECTION
5. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the
earlier of (i) final closing date of the Placement and (ii) the date when either party to this Agreement terminates the engagement according
to the terms as set forth in the next sentence (such date, the “Termination Date”). The Agreement may be terminated
at any time by either party upon 10 days written notice to the other party. Notwithstanding anything to the contrary contained herein,
the provisions concerning confidentiality, indemnification, contribution and the Company’s obligations to pay fees and reimburse
expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration
or termination of this Agreement for twelve (12) months, irrespective of whether a closing occurs. All such fees and reimbursements due
shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed
as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees and reimbursements
are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided
to them by the Company for any purposes other than those contemplated under this Agreement.
SECTION
6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered
by the Placement Agent in connection with this engagement is for the confidential use of the Company only in their evaluation of the
Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in
any manner without the Placement Agent’s prior written consent.
SECTION
7. STANDSTILL. LOCK-UP AGREEMENT.
| (a) | Standstill.
From the date hereof until 90 days after the Closing Date (the “Standstill Period”),
neither the Company nor any Subsidiary shall (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any shares of capital stock of the Company or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company (except in the ordinary course
to employees, directors and other service providers); (ii) file or caused to be filed any
registration statement with the SEC relating to the offering of any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable for shares
of capital stock of the Company (except a S-8 registration statement); (iii) complete any
offering of debt securities of the Company, other than entering into a line of credit with
a traditional bank or (iv) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of capital stock of the
Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above
is to be settled by delivery of shares of capital stock of the Company or such other securities,
in cash or otherwise. |
| | | |
| (b) | Lock-up
Agreement. The Company’s officers and directors shall enter into a customary “lock-up”
agreement, in a form enclosed hereto as Exhibit A, in favor of the Placement Agent
pursuant to which such persons and entities shall agree, for a period of ninety (90) days
after the final closing of the Placement, that they shall not offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company, subject to
customary exceptions. |
SECTION
8. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed
as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification
Provisions hereof. The Company acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the
Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of
this Agreement or the retention of such Placement Agent hereunder, all of which are hereby expressly waived.
SECTION
9. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities
hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company
and its subsidiaries contained herein, to the accuracy of the statements of the Company and its subsidiaries made in any certificates
pursuant to the provisions hereof, to the performance by the Company and its subsidiaries of their obligations hereunder, and to each
of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent
to the Company:
A. No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to be
included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to
the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall
have been timely filed with the Commission.
B. The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in
the reasonable opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of
such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
C. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,
the Shares, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this
Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement
Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.
D. The
Placement Agent shall have received from outside counsel to the Company such counsel’s written opinions, including a negative assurance
letter, addressed to the Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory
to the Placement Agent.
E. On
the Closing Date, the Placement Agent shall have received a certificate from the Chief Financial Officer of the Company as of such date,
addressed to each of the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement
Agent’s counsel.
F. On
the Closing Date, Placement Agent shall have received a certificate of the Chief Executive Officer or other authorized officer of the
Company, dated, as applicable, as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable
date, the representations and warranties of the Company contained herein were and are accurate in all material respects, except for such
changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state
of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed
by the Company hereunder on or prior thereto have been fully performed in all material respects.
G. On
the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated as of the date of such Closing,
certifying to the organizational documents, good standing in the jurisdiction of incorporation of the Company and board resolutions relating
to the Placement of the Securities from the Company.
H. Neither
the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or
incorporated by reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference
with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement,
the Base Prospectus and the Prospectus Supplement, (ii) since such date there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting
the business, general affairs, management, financial position, shareholders’ equity, results of operations or prospects of the
Company and its subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the
Prospectus Supplement, and (iii) since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any
other regulatory body regarding the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the
judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery
of the Securities on the terms and in the manner contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.
I. The
Ordinary Shares are registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized
for trading on the Nasdaq Capital Market (the “Trading Market”) or other applicable U.S. national exchange, or an
application for such listing shall have been submitted to the Trading Market, and satisfactory evidence of such action shall have been
provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating the
registration of the Ordinary Shares under the Exchange Act or delisting or suspending from trading the Ordinary Shares from the Trading
Market or other applicable U.S. national exchange, nor, except as disclosed in the Base Prospectus, Time of Sale Prospectus and Prospectus
Supplement, has the Company received any information suggesting that the Commission or the Trading Market or other U.S. applicable national
exchange is contemplating terminating such registration or listing.
J. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other
nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the
issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations
of the Company.
K. The
Company shall have prepared and filed with the Commission a Form 6-K with respect to the Placement, including as an exhibit thereto this
Agreement.
L. [Reserved].
M. FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company
shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf,
any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing
fees required in connection therewith.
N. Prior
to the Closing Date, Placement Agent shall have received signed Lock-Up Agreements, addressed to the Placement Agent by the Company’s
officers and directors.
O. Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as
the Placement Agent may reasonably request.
If
any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if any of
the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant
to this Section 9 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel,
all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.
SECTION
10. RIGHT OF FIRST REFUSAL. If, from the date hereof until the 12-month anniversary following
the date of this Agreement, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness using a manager
or agent, the Placement Agent (or any affiliate designated by Placement Agent) shall have the right to act as sole book-runner, sole
manager, sole placement agent or sole agent with respect to such financing or refinancing if the financing/refinancing terms provided
by Craft are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters/placement agents;
or (c) decides to raise funds by means of a public offering (including through an at-the-market facility) or a private placement or any
other capital-raising financing of equity, equity-linked or debt securities using an underwriter or placement agent, Placement Agent
(or any affiliate designated by Placement Agent) shall have the right to act as sole book-running manager, sole underwriter or sole placement
agent for such financing if the financing/refinancing terms provided by Craft are the same or more favorable to the Company comparing
to terms offered to the Company by other underwriters/placement agents. If Placement Agent or one of its affiliates decides to accept
any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions
of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction.
For the avoidance of doubt, following the termination or expiration of this Agreement, the Company shall have the right without breaching
this Section 10 to raise capital in any offering of its securities so long as it does not utilize a broker-dealer or other intermediary
as placement agent, underwriter or financial advisor.
SECTION
11. The Company shall also pay to the Placement Agent the Agent’s Compensation set forth
in Section 4(A) and Section 4 (B) of this Agreement, calculated in the manner set forth therein, with respect to any public or
private offering or other financing or capital-raising transaction of any kind (each, a “Tail Financing”) to the extent that
such financing is both (i) provided to the Company by investors that were, from February 13, 2025 until May 13, 2025, actually introduced
by Craft to Company that the Company does not know before such introduction, and (ii) such Tail Financing is consummated at any time
within the 12-month period following the expiration or termination of this Agreement.
SECTION
12. GOVERNING LAW; AGENT FOR SERVICE OF PROCESS, ETC. This Agreement will be governed by, and
construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State,
without regard to the conflicts of laws principles thereof. This Agreement may not be assigned by either party without the prior written
consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective
successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction
or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of
New York or into the federal court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby
accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto
hereby irrevocably waives personal service of process and consents, to the extent permitted by applicable law, to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall
be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may
be subject, by suit upon such judgment. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. In addition to
and without limiting the foregoing, the Company has confirms that it has appointed Cogency Global Inc., as its authorized agent (the
“Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon
the this Agreement or the Transaction Documents or the transactions contemplated herein which may be instituted in any New York federal
or state court, by the Placement Agent, the directors, officers, partners, members, managers, employees and agents of the Placement Agent,
and expressly accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company
hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service
of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to
continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept
such service. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.
If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another
such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based
upon this Agreement may be instituted by the Placement Agent, the directors, officers, partners, members, managers, employees and agents
of the Placement Agent, in any court of competent jurisdiction in the State of New York. This paragraph shall survive any termination
of this Agreement, in whole or in part.
SECTION
13. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement (including the attached Indemnification Provisions)
embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating
to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination
will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.
This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and
the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and
delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
SECTION
14. CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such
term is defined below) confidential and will not (except as required by applicable law or stock exchange requirement, regulation or legal
process (“Legal Requirement”), without the Company’s prior written consent, disclose to any person any Confidential
Information, and (ii) will not use any Confidential Information other than in connection with the Placement. The Placement Agent further
agrees, severally and not jointly, to disclose the Confidential Information only to its Representatives (as such term is defined below)
who need to know the Confidential Information for the purpose of the Placement, and who are informed by the Placement Agent of the confidential
nature of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary
and non-public information (whether written, oral or electronic communications) furnished by the Company to a Placement Agent or its
Representatives in connection with such Placement Agent’s evaluation of the Placement. The term “Confidential Information”
will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement
Agent or its Representatives in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives
on a non-confidential basis from a third-party who, to the Placement Agent’s and its Representatives’ knowledge, as applicable,
is not bound by obligations of confidentiality to the Company with respect to such information, (iii) is known to a Placement Agent or
any of its Representatives prior to disclosure by the Company or any of its Representatives from a source not bound by obligations of
confidentiality to the Company with respect to such information, or (iv) is or has been independently developed by a Placement Agent
and/or the Representatives without use of any Confidential Information furnished to it by the Company. The term “Representatives”
shall mean the Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants.
This provision shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and
(b) two years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of their respective
Representatives are required by Legal Requirement to disclose any of the Confidential Information, such Placement Agent and their respective
Representatives will notify the Company in writing, as promptly as practicable, prior to disclosure of such information, and furnish
only that portion of the Confidential Information which such Placement Agent or their respective Representative, as applicable, is required
to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential
treatment will be accorded the Confidential Information so disclosed.
SECTION
15. NOTICES. Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission,
if such notice or communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New
York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is sent
to the email address on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City
time) on any business day, (c) the third business day following the date of mailing, if sent by U.S. internationally recognized air courier
service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages hereto.
SECTION
16. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any
public announcement of the Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith
in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and
journals, in each case at its own expense.
[The
remainder of this page has been intentionally left blank.]
Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to Craft the enclosed copy of this Agreement.
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Very truly yours, |
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Craft Capital Management LLC |
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By: |
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Name: |
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Title: |
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Address
for notice: |
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377
Oak Street, Lower Concourse |
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Garden
City, NY 11530 |
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Attention:
Stephen Kiront, Chief Operating Officer |
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Email: |
Accepted
and Agreed to as of the date first written above:
| Intelligent
Living Application Group Inc. |
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| By:
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| Name:
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Bong
Lau |
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| Title:
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CEO |
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Address for notice:
Unite 2, 5/F, Block A, Profit Industrial Building
1-15 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
Attn: Bong Lau, CEO
Email: Bonglau@i-l-a-g.com
EXHIBIT
A
LOCK-UP
AGREEMENT
February
[*], 2025
Craft
Capital Management LLC
377
Oak Street, Lower Concourse
Garden
City, NY 11530
Ladies
and Gentlemen:
The
undersigned, a holder of securities of Intelligent Living Application Group, a Cayman Islands exempted company (the “Company”),
understands that you are the placement agent (the “Placement Agent”) named in the placement agency agreement (the
“Placement Agency Agreement”) entered into between the Placement Agent and the Company, providing for the placement
(the “Placement”) of securities of the Company (the “Securities”) pursuant to a registration statement
and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
In
consideration of the Placement Agent’s agreement to proceed with the Placement of the Securities, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company and the Placement
Agent that, without the prior written consent of the Placement Agent, the undersigned will not, during the period specified in the following
paragraph (the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree
to offer or sell, solicit offers to purchase, convert, exercise, exchange, grant any call option or purchase any put option with respect
to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “Transfer”) any Relevant Security
(as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position”
or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) with respect to any
Relevant Security or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole
or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery
of Relevant Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used
herein, the term “Relevant Security” means any ordinary shares, par value $0.0001 per share, of the Company (“Share”),
warrant to purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable
for, Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date
set forth on the front cover of the final prospectus supplement used in connection with the Placement of the Securities (the “Effective
Date”) or acquired by the undersigned during the Lock-Up Period, including, for the avoidance of doubt, any Relevant Security
acquired by the Undersigned in the Placement.
The
Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include the date that is ninety (90) days after the
closing of the Placement.
In
addition, the undersigned further agrees that, without the prior written consent of the Placement Agent, during the Lock-Up Period the
undersigned will not: (i) file or participate in the filing with the SEC of any registration statement or circulate or participate in
the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering
or sale of a Relevant Security except as required by the terms of the Placement Agency Agreement and the Securities subject to the Placement,
or (ii) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant
Security.
In
furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period
to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register
and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a
violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record
owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer,
and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such
transfer would be a violation of this Lock-Up Agreement.
Notwithstanding
the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:
| (i) | as
a bona fide gift or gifts, |
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| (ii) | to
any trust for the direct or indirect benefit of the undersigned or a member of members of
the immediate family of the undersigned, |
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| (iii) | if
the undersigned is a corporation, partnership, limited liability company, trust or other
business entity (1) to another corporation, partnership, limited liability company, trust
or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under
the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited
liability company members or stockholders of the undersigned, or (3) in connection with a
sale, merger or transfer of all or substantially all of the assets of the undersigned or
any other change of control of the undersigned, not undertaken for the purpose of avoiding
the restrictions imposed by this Lock-Up Agreement, |
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| (iv) | if
the undersigned is a trust, to the beneficiary of such trust, |
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| (v) | by
testate or intestate succession, |
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| (vi) | to
a charity or educational institution, |
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| (vii) | upon
a vesting event of the Company’s securities or upon the exercise of options to purchase
the Company’s securities, in each case on a “cashless” or “net exercise”
basis or to cover tax obligations of the undersigned in connection with the receipt by the
undersigned from the Company of Shares upon the vesting of restricted stock awards or stock
units or upon the exercise of options to purchase the Company’s Shares issued under
an equity incentive plan of the Company or an employment arrangement or the transfer of Shares
or any securities convertible into Shares to the Company, but only to the extent such right
expires during the Lock-up Period, and |
| | | |
| (viii) | by
operation of law, such as pursuant to a qualified domestic order or in connection with a
divorce settlement. |
provided,
that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Placement Agent and
the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a)
of the Exchange Act and no such filing is voluntarily made. Moreover, the undersigned shall be permitted to establish a trading plan
pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Relevant Securities, provided that (i) such plan does not provide
for the transfer of Relevant Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange
Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such
plan, such public announcement or filing shall include a statement to the effect that no transfer of Relevant Securities may be made
under such plan during the Lock-Up Period.
For
purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and
that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date of this Lock-Up Agreement.
The
undersigned understands that, if the Placement Agency Agreement (other than the provisions thereof which survive termination) shall terminate
or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released from all
obligations under this Lock-Up Agreement.
The
undersigned, whether or not participating in the Placement, understands that the Placement Agent is proceeding with the Placement in
reliance upon this Lock-Up Agreement.
[The
remainder of this page has been intentionally left blank.]
This
Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict
of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.
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Very
truly yours, |
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(Name
- Please Print) |
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(Signature) |
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(Name
of Signatory, in the case of entities - Please Print) |
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(Title
of Signatory, in the case of entities - Please Print) |
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Address: |
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EXHIBIT
B
INDEMNIFICATION
PROVISIONS
In
connection with the engagement of Craft Capital Management LLC (the “Placement Agent”) by Intelligent Living Application
Group Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and
the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows:
1. To
the extent permitted by law, the Company will indemnify the Placement Agent and its affiliates, directors, officers, employees and controlling
persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of
1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses
of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Placement
Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from any indemnitee’s bad faith, willful misconduct,
fraud or gross negligence.
2. Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the
Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement
of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably
satisfactory to the Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence,
the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action
if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility
for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no
more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding
provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent,
which will not be unreasonably withheld. The Placement Agent and all other indemnitees shall not settle any claim, action or proceeding
without the prior written consent of the Company.
3. The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.
4. If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then
the Company shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the
one hand, and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on
the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts
paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal
or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions
hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received,
or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by
the Placement Agent).
5. These
Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed
and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have to
any indemnified party under the Agreement or otherwise.
Exhibit 99.1
Intelligent
Living Application Group Inc. Announces Pricing of $600,000 Public Offering of Ordinary Shares
HONG
KONG, February 26, 2025 — Intelligent Living Application Group Inc. (NASDAQ: ILAG) (“Intelligent Living” or the “Company”),
a premium lockset manufacturer in Hong Kong, today announced the pricing of its “best efforts” public offering of 1,034,483
ordinary shares of the Company at a public offering price of $0.58 per share. Total gross proceeds from the offering, before deducting
the placement agent’s fees and other offering expenses, are expected to be approximately $600,000. The offering is expected to
close on February 27, 2025, subject to the satisfaction of customary closing conditions.
Craft
Capital Management LLC is acting as sole placement agent for the offering.
The
Company intends to use the net proceeds from the offering for general corporate purposes, capital expenditures, working capital and general
and administrative expenses.
A
shelf registration statement on Form F-3 (Registration No. 333-274495) relating to the public offering of the securities described above
was previously filed with the Securities and Exchange Commission (SEC) and declared effective on December 4, 2023. A preliminary prospectus
supplement and accompanying prospectus relating to the underwritten public offering was filed with the SEC and are available on the SEC’s
website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained
from Craft Capital Management, 377 Oak St., Lower Concourse, Garden City, NY 11530, Attention: Syndicate Dept.; email: info@craftcm.com
This
press release 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 other 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 other jurisdiction. Any offer, if at all, will be made only by means
of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.
About
Intelligent Living Application Group Inc.
Intelligent
Living Application Group Inc. is a premium lockset manufacturer and distributor headquartered in Hong Kong. Intelligent Living manufactures
and sells high quality mechanical locksets to customers mainly in the United States and Canada and has continued to diversify and refine
its product offerings in the past 40 years to meet its customers’ needs. Intelligent Living obtained the ISO9001 quality assurance
certificate and various accredited quality and safety certificates including American National Standards Institute (ANSI) Grade 2 and
Grade 3 standards that are developed by the Builders Hardware Manufacturing Association (BHMA) for ANSI. Intelligent Living keeps investing
in self-designed automated product lines, new craftsmanship and developing new products including smart locks. For more information,
visit the Company’s website at http://www.i-l-a-g.com.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. 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 identify these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,”
“continue” 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, which are available for review at www.sec.gov.
For
more information, please contact:
Intelligent
Living Application Group, Inc.
Phone:
+852 2481 7938
Email
info@i-l-a-g.com
Exhibit 99.2
Intelligent
Living Application Group Inc. Announces Closing of $600,000 Public Offering of Ordinary Shares
HONG
KONG, February 27, 2025 — Intelligent Living Application Group Inc. (NASDAQ: ILAG) (“Intelligent Living” or the “Company”),
a premium lockset manufacturer in Hong Kong, today announced the closing of its previously announced “best efforts” public
offering of 1,034,483 ordinary shares of the Company at a public offering price of $0.58 per share. Total gross proceeds from the offering,
before deducting the placement agent’s fees and other offering expenses, is $600,000.
Craft
Capital Management LLC is acted as sole placement agent for the offering.
The
Company intends to use the net proceeds from the offering for general corporate purposes, capital expenditures, working capital and general
and administrative expenses.
A
shelf registration statement on Form F-3 (Registration No. 333-274495) relating to the public offering of the securities described above
was previously filed with the Securities and Exchange Commission (SEC) and declared effective on December 4, 2023. A prospectus supplement
and accompanying prospectus relating to the underwritten public offering was filed with the SEC and are available on the SEC’s
website at www.sec.gov. The offering was made only by means of the prospectus supplement and accompanying prospectus forming a part
of the effective registration statement. A final prospectus supplement describing the terms of the public offering was filed with
the SEC and forms a part of the effective registration statement. Copies of the prospectus supplement and accompanying prospectus
relating to the offering may be obtained from Craft Capital Management, 377 Oak St., Lower Concourse, Garden City, NY 11530, Attention:
Syndicate Dept.; email: info@craftcm.com
This
press release 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 other 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 other jurisdiction.
About
Intelligent Living Application Group Inc.
Intelligent
Living Application Group Inc. is a premium lockset manufacturer and distributor headquartered in Hong Kong. Intelligent Living manufactures
and sells high quality mechanical locksets to customers mainly in the United States and Canada and has continued to diversify and refine
its product offerings in the past 40 years to meet its customers’ needs. Intelligent Living obtained the ISO9001 quality assurance
certificate and various accredited quality and safety certificates including American National Standards Institute (ANSI) Grade 2 and
Grade 3 standards that are developed by the Builders Hardware Manufacturing Association (BHMA) for ANSI. Intelligent Living keeps investing
in self-designed automated product lines, new craftsmanship and developing new products including smart locks. For more information,
visit the Company’s website at http://www.i-l-a-g.com.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. 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 identify these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,”
“continue” 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, which are available for review at www.sec.gov.
For
more information, please contact:
Intelligent
Living Application Group, Inc.
Phone:
+852 2481 7938
Email
info@i-l-a-g.com
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