0001713210
false
0001713210
2023-10-10
2023-10-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 10, 2023
AGAPE
ATP CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41835 |
|
36-4838886 |
| (State or other jurisdiction
|
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
1705
– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman Desa, Kuala Lumpur, Malaysia 58100
(Address
of principal executive offices) (Zip Code)
+(60)
192230099
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
ATPC |
|
NASDAQ Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
October 10, 2023, Agape ATP Corporation (the “Company”) entered into an underwriting agreement, substantially in the
form attached as Exhibit 1.1 hereto and incorporated herein by reference, with Network 1 Financial Securities, Inc., as underwriter named
thereof, in connection with its initial public offering (“IPO”) of 1,650,000 shares of common stock, par value $0.0001
per share (the “Shares”) at a price of $4.00 per share. The Company’s Registration Statement on Form S-1
(File No. 333-239951) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on July 20, 2020 (as amended, the “Registration Statement”) was declared effective by the Commission on September
29, 2023. The Company issued Representative’s Warrants to purchase up to 115,500 shares of common stock at $4.4 per share, dated
October 13, 2023, to Network 1 Financial Securities, Inc., substantially in the form attached as Exhibit 4.1 hereto and incorporated
herein by reference.
Item
8.01. Other Events.
In
connection with the IPO, the Company adopted an Insider Trading Policy and Whistleblower Policy, copies of which are attached as Exhibits
99.1, 99.2, respectively, and incorporated herein by reference.
In
connection with the IPO, the Company adopted the Audit Committee Charter, the Compensation Committee Charter and the Nomination Committee
Charter, copies of which are attached as Exhibits 99.3, 99.4 and 99.5, respectively, and incorporated herein by reference.
On
October 10, 2023, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.3 to
this Current Report on Form 8-K.
On
October 13, 2023, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.4 to
this Current Report on Form 8-K.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
* previously filed
SIGNATURE
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 hereunto duly authorized.
| |
AGAPE ATP CORPORATION |
| |
|
| Date: October 16, 2023 |
By: |
/s/
How Kok Choong |
| |
Name: |
How Kok Choong |
| |
Title: |
Director, Chairman of the Board of Directors, Chief
Executive Officer, Chief Operating Officer and Secretary |
Exhibit
1.1
AGAPE
ATP CORPORATION
UNDERWRITING
AGREEMENT
October 10,
2023
Network
1 Financial Securities, Inc.
The Galleria, 2 Bridge Avenue, Suite 241
Red Bank, NJ 07701
Ladies
and Gentlemen:
The
undersigned, AGAPE ATP CORPORATION, a Nevada corporation (the “Company”), hereby confirms its agreement (this
“Agreement”) with several underwriters (such underwriters, including the Representative (as defined below and if there
are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative
as used herein shall have the same meaning as underwriter), the “Underwriters” and each an “Underwriter”)
named in Schedule A hereto for which Network 1 Financial Securities, Inc. is acting as the representative to the
several Underwriters (in such capacity, the “Representative”) to issue and sell an aggregate of 1,650,000 shares of
common stock of the Company (“Firm Shares”), par value $0.0001 per share (“Common Stock”). The
Company has also granted to the Representative an option to purchase up to 247,500 additional shares of Common Stock, on the terms
and for the purposes set forth in Section 2(c) hereof (the “Additional Shares”). The Firm Shares and any Additional
Shares purchased pursuant to this Agreement are herein collectively referred to as the “Offered Securities.” The offering
and sale of the Offered Securities contemplated by this Agreement is referred to herein as the “Offering.”
The
Company confirms its agreement with the Underwriters as follows:
SECTION
1. Representations and Warranties of the Company.
The
Company represents and warrants to the Underwriters as follows with the understanding that the same may be relied upon by the Underwriters
in this Offering, as of the date hereof and as of the Closing Date (as defined below) and each Option Closing Date (as defined below),
if any:
(a)
Filing of the Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-1 (File No. 333-239951), which contains a form of prospectus to be
used in connection with the Offering. Such registration statement, as amended, including the financial statements, exhibits and schedules
thereto contained in the registration statement at the time such registration statement became effective, in the form in which it was
declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the
rules and regulations promulgated thereunder (the “Securities Act Regulations”), and including any required information
deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, or pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange
Act Regulations”), is called the “Registration Statement.” Any registration statement filed by the Company
pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and
after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall
include the Rule 462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities
Act after the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b)
under the Securities Act is required, the form of final prospectus relating to the Offering included in the Registration Statement at
the effective date of the Registration Statement, is called the “Prospectus.” All references in this Agreement to
the Registration Statement, the preliminary prospectus included in the Registration Statement (each, a “preliminary prospectus”),
the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). The preliminary prospectus that was included
in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing
Prospectus.” Any reference to the “most recent preliminary prospectus” shall be deemed to refer to the latest preliminary
prospectus included in the registration statement. Any reference herein to any preliminary prospectus or the Prospectus or any supplement
or amendment to either thereof shall be deemed to refer to and include any documents incorporated by reference therein as of the date
of such reference.
(b)
“Applicable Time” means 5:00 pm, Eastern Time, on the date of this Agreement.
(c)
Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the
Securities Act and the Securities Act Regulations on September 29, 2023. The Company has complied, to the Commission’s satisfaction, with
all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of
the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge
of the Company, are contemplated or threatened by the Commission.
Each
preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if
filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical
in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any
artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement ,
at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section
4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations
and did not and 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 Prospectus, as amended or supplemented, as of its date and at all subsequent
times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in
or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus
or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters
furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished
on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement,
Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters
in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions
and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our
Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”).
There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits
to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.
(d)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented,
(ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any
other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the
Underwriters Information.
(e)
Company Not Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the date of the execution and
delivery of this Agreement, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without
taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the
Company be considered an Ineligible Issuer.
(f)
Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus includes any information that conflicts with the information
contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified.
The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity
with the Underwriters Information.
(g)
Offering Materials Furnished to the Underwriters. The Company has delivered to the Underwriters copies of the Registration Statement
and of each consent and certificate of experts filed as a part thereof, and each preliminary prospectus and the Prospectus, as amended
or supplemented, in such quantities and at such places as the Underwriters have reasonably requested in writing.
(h)
Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the completion
of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the Offering other than a preliminary
prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters,
and the Registration Statement.
(i)
The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable
law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable principles.
(j)
Authorization of the Offered Securities. The Offered Securities to be sold by the Company through the Underwriters have been duly
and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and,
when so issued and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed
by the Company. The Company has sufficient shares of Common Stock for the issuance of the Offered Securities issuable pursuant to the
Offering as described in the Prospectus.
(k)
No Applicable Registration or Other Similar Rights. Except as otherwise disclosed in the Registration Statement, there are no
persons with registration or other similar rights to have any securities of the Company registered for sale under the Registration Statement.
(l)
No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, subsequent to the respective dates as of
which information is given in the Disclosure Package: (i) there has been no material adverse change, or any development that could reasonably
be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects
or operations, whether or not arising from transactions in the ordinary course of business, of the Company (any such change, a “Material
Adverse Change”); (ii) the Company has not incurred any material liability or obligation, indirect, direct or contingent, not
in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and
(iii) there has been no dividend or distribution of any kind declared, paid or made by the Company in respect of its capital stock.
(m)
Independent Accountants. Marcum Asia CPAs LLP and Friedman LLP (the “Accountants”), which have expressed their
opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of
the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus,
are each an independent registered public accounting firm as required by the Securities Act and the Exchange Act.
(n)
Preparation of the Financial Statements. Each of the historical financial statements of the Company, respectively, filed with
the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, presents fairly the
information provided as of and at the dates and for the periods indicated (provided that unaudited interim financial statements are subject
to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by U.S.
generally accepted accounting principles (“U.S. GAAP”). Such financial statements comply as to form with the applicable
accounting requirements of the Securities Act and the Securities Act Regulations and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the
related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference
in the Registration Statement. Each item of historical financial data relating to the operations, assets or liabilities of the Company
set forth in summary form in each of the preliminary prospectuses and the Prospectus fairly presents such information on a basis consistent
with that of the complete financial statements contained therein.
(o)
Incorporation and Good Standing. The Company has been duly formed and is validly existing and in good standing as a company limited
by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under
this Agreement. As of the Closing Date, the Company does not own or control, directly or indirectly, any corporation, association or
other entity that is not otherwise disclosed in the Disclosure Package or the Prospectus.
(p)
Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set
forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit
plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in
the Disclosure Package and Prospectus, as the case may be). The Common Stock conforms, and, when issued and delivered as provided in
this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure
Package and Prospectus. All of the issued and outstanding shares of Common Stock, par value $0.0001 per share, have been duly authorized
and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding
shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe
for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first
refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock
of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock
option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package
and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options
and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and
sale of the Offered Securities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements,
voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party
or, to the knowledge of the Company, between or among any of the Company’s shareholders.
(q)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of
its articles of incorporation, as amended and/or restated, or in default (or, with the giving of notice or lapse of time, would be in
default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or
other instrument to which it is a party or by which it may be bound (including, without limitation, any agreement or contract filed as
an exhibit to the Registration Statement or to which any of the property or assets of the Company are subject (each, an “Existing
Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.
The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and
by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any
violation of the provisions of the articles of incorporation, as amended and/or restated, of the Company, (ii) will not conflict with
or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result
in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case
of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result
in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other
governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement
and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or
qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial
Industry Regulatory Authority (“FINRA”).
(r)
Subsidiaries and Consolidated Affiliated Entity. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary”
and collectively, the “Subsidiaries”) and each of the entities which the Company indirectly controls through contractual
arrangements (each a “Consolidated Affiliated Entity” and collectively the “Consolidated Affiliated Entities”)
has been identified on Schedule E hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formed,
is validly existing under the laws of the United States, Hong Kong or Malaysia, as the case may be, and in good standing under the laws
of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its
business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, its Subsidiaries and the Consolidated
Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the equity
interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are either
paid in accordance with its articles of association or not paid but still within the payment schedule of its articles of association
and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”); all of the equity
or sponsorship interests in the Consolidated Affiliated Entities have been duly and validly authorized and issued, are either paid in
accordance with its articles of association or not paid but still within the payment schedule of its articles of association and non-assessable
and are owned as described in the Prospectus, and, except as described in the Prospectus, free and clear of all Liens. None of the outstanding
share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entity was issued in violation of preemptive or similar
rights of any security holder of such Subsidiary or the Consolidated Affiliated Entity. All of the constitutive or organizational documents
of each Subsidiary and the Consolidated Affiliated Entity comply with the requirements of applicable laws of its jurisdiction of incorporation
or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or
any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated
Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the
entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial
results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly
owns less than a majority of the equity interests of such person.
(s)
No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus,
there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings
(collectively, “Actions”) pending or, to the Company’s knowledge, threatened (i) against the Company, any Subsidiary
or Consolidated Affiliated Entity, (ii) which have as the subject thereof any officer or director (in such capacities) of, or property
owned or leased by, the Company, where in any such case (A) there is a reasonable possibility that such Action might be determined adversely
to the Company, any Subsidiary or Consolidated Affiliated Entity, and (B) any such Action, if so determined adversely, would reasonably
be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.
Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, no material labor dispute with
the employees of the Company, any Subsidiary or Consolidated Affiliated Entity exists or, to the Company’s knowledge, is threatened
or imminent. None of the Company’s, its Subsidiaries’ or the Consolidated Affiliated Entities’ employees is a member
of a union that relates to such employee’s relationship with the Company, such Subsidiary or Consolidated Affiliated Entity, and
neither the Company nor any of its Subsidiaries nor the Consolidated Affiliated Entities is a party to a collective bargaining agreement,
and the Company, its Subsidiaries and Consolidated Affiliated Entities believe that their relationships with their employees are good.
No executive officer of the Company, to the knowledge of the Company, is in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or
any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the
Company, any of its Subsidiaries or Consolidated Affiliated Entities to any liability with respect to any of the foregoing matters. Except
as otherwise disclosed in the Registration Statement, any preliminary prospectus, the Disclosure Package and the Prospectus, the Company,
its Subsidiaries and Consolidated Affiliated Entities are in compliance with all applicable laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as otherwise disclosed in
the Registration Statement, any preliminary prospectus, the Disclosure Package and the Prospectus, neither the Company or any Subsidiary
or Consolidated Affiliated Entity, nor to the knowledge of the Company, any director or officer of the Company, is or has within the
last 10 years been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or
a claim of breach of fiduciary duty. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company.
(t)
Intellectual Property Rights. Each of the Company, its Subsidiaries and the Consolidated Affiliated Entities owns, possesses or
licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights,
domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary
to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus,
except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result
in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus:
(i) neither the Company nor any Subsidiary or Consolidated Affiliated Entity has received any written notice of infringement or conflict
with asserted Intellectual Property Rights of others; (ii) the Company, its Subsidiaries and the Consolidated Affiliated Entities are
not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or
entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in
all material respects; (iii) none of the technology employed by the Company, its Subsidiaries or the Consolidated Affiliated Entities
has been obtained or is being used by the Company, its Subsidiaries or the Consolidated Affiliated Entities in violation of any contractual
obligation binding on the Company, the Subsidiaries or the Consolidated Affiliated Entities or, to the Company’s knowledge, in
violation of the rights of any persons; and (iv) neither the Company, nor any Subsidiary or Consolidated Affiliated Entity is subject
to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or
instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened
litigation, which materially restricts or impairs its use of any Intellectual Property Rights.
(u)
All Necessary Permits, etc. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company, its Subsidiaries
and the Consolidated Affiliated Entities possess such valid and current certificates, authorizations or permits issued by the applicable
regulatory agencies or bodies necessary to conduct their respective business, and neither the Company nor its Subsidiaries and the Consolidated
Affiliated Entities have received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any
such certificate, authorization or permit.
(v)
Title to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company, its Subsidiaries
and the Consolidated Affiliated Entities have good and marketable title to all the properties and assets reflected as owned by it in
the financial statements referred to in Section 1(n) above (or elsewhere in the Disclosure Package and the Prospectus), in each
case free and clear of any security interest, mortgage, lien, encumbrance, equity, adverse claim or other defect, except such as do not
materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of
such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company, its Subsidiaries
and the Consolidated Affiliated Entities are held under valid and enforceable leases, with such exceptions as are not material and do
not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property
by the Company, its Subsidiaries and the Consolidated Affiliated Entities.
(w)
Tax Law Compliance. Except as otherwise disclosed in the Registration Statement, any preliminary prospectus, the Disclosure Package
and the Prospectus, the Company, its Subsidiaries and the Consolidated Affiliated Entities have each filed necessary income tax returns
or has timely and properly filed requested extensions thereof and has paid taxes required to be paid by them and, if due and payable,
any related or similar assessment, fine or penalty levied against any of them in all material respects. The Company has made adequate
charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal,
state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.
(x)
Company Not an “Investment Company.” The Company is not, and after giving effect to payment for the Offered Securities
and the application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Disclosure Package
and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
(y)
Insurance. Each of the Company, the Subsidiaries and the Consolidated Affiliated
Entities is insured against such losses and risks and in such amounts as the Company believes are prudent and customary in the businesses
in which they are engaged as the Company reasonably believes are adequate and customary for companies engaged in similar businesses.
The Company has no reason to believe that it will not be able (i) to renew its or their existing insurance coverage as and when such
policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its or
their business as now conducted at a cost that would not have a Material Adverse Effect, except in each case as described in each of
the Registration Statement, the Disclosure Package and the Prospectus.
(z)
No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed
to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company
to facilitate the sale or resale of the Offered Securities.
(aa)
Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any other
person required to be described or filed in the Registration Statement, or described in the Disclosure Package or the Prospectus, that
have not been as set forth in the Registration Statement, the Prospectus and the Pricing Prospectus.
(bb) Disclosure
Controls and Procedures. To the extent required, the Company has established and maintains disclosure controls and procedures
(as such term is defined in Rule 13a-15€ of the Exchange Act Regulations) designed to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. Except as otherwise disclosed in the Registration
Statement, the Disclosure Package and the Prospectus, the Company is not aware of (a) any significant deficiency in the design or
operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report
financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company’s internal controls.
(cc)
Company’s Accounting System. The Company maintains a system of accounting controls designed to provide reasonable assurances
that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.
(dd)
Money Laundering Law Compliance. The operations of the Company are and have been conducted at all times in material compliance
with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title
III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any competent
governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.
(ee)
OFAC. (i) Neither the Company, its Subsidiaries and the Consolidated Affiliated Entities nor, to the knowledge of the Company,
any director, officer, or employee of the Company, its Subsidiaries and the Consolidated Affiliated Entities, or any other person authorized
to act on behalf of the Company, its Subsidiaries and the Consolidated Affiliated Entities, is an individual or entity (“Person”)
that is, or is owned or controlled by a Person that is:
A.
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury
(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor
B.
located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar,
Cuba, Iran, Libya, North Korea, Sudan and Syria).
(ii)
The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such
proceeds to any Subsidiary or Consolidated Affiliated Entity, joint venture partner or other Person:
A.
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions; or
B.
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether
as underwriter, advisor, investor or otherwise).
(ff)
Foreign Corrupt Practices Act. Neither the Company, its Subsidiaries and the Consolidated Affiliated Entities, nor, to the knowledge
of the Company, any director, officer, or employee of the Company, its Subsidiaries and the Consolidated Affiliated Entities or any other
person authorized to act on behalf of the Company has, directly or indirectly, knowingly given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course of business) to any official or employee of any governmental
agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign)
or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any
actual or proposed transaction) that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended,
and the rules and regulations thereunder or otherwise subject the Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding.
(gg)
Compliance with Sarbanes-Oxley Act of 2002. The Company has taken all necessary actions to ensure that, upon the effectiveness
of the Registration Statement, it will be in compliance with any provision applicable to it of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related
to loans and Sections 302 and 906 related to certifications of the Sarbanes-Oxley Act.
(hh)
Exchange Act Filing. A registration statement in respect of the shares of Common Stock has been filed on Form 8-A pursuant to
Section 12(b) of the Exchange Act, which registration statement complies in all material respects with the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the shares
of Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration.
(ii)
Earning Statements. The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly
through the EDGAR system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of
the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
(jj)
Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission
all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from
the issuance of the Firm Shares as may be required under Rule 463 under the Securities Act.
(kk)
Foreign Tax Compliance. Except as otherwise disclosed in the Disclosure Package and the Prospectus, no transaction, stamp, capital
or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in Malaysia or Hong Kong to any Hong
Kong or Malaysia taxing authority in connection with the issuance, sale and delivery of the Offered Securities, and the delivery of the
Offered Securities to or for the account of the Underwriters.
(ll)
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers prior to the Offering (the “Insiders”) as well as
in the Lock-Up Agreement in the form attached hereto as Exhibit A provided to the Representative is true and correct in all respects
and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by
each Insider to become inaccurate and incorrect.
Any
certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Representative shall be deemed
to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein. The Company acknowledges
that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company,
will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
(mm)
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 Offered Securities hereunder, 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, are 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). Except as set forth in the Registration Statement and the Prospectus, 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 Registration Statement and the Prospectus set forth as of September
7, 2023 all outstanding secured and unsecured Indebtedness of the Company, each Subsidiary and Consolidated Affiliated Entity, or for
which the Company, any Subsidiary or Consolidated Affiliated Entity 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 U.S. GAAP.
Except as set forth in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary or Consolidated Affiliated
Entity is in default with respect to any Indebtedness.
(nn)
Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act 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 Offered Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting
purchases of, any of the Offered 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 Underwriters
in connection with the Offering.
(oo)
Testing the Waters Communications. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Underwriters with entities that are qualified institutional buyers within the meaning of Rule
144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and
(b) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that
the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed
any Written Testing-the-Waters Communications.
(pp)
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of
Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be
used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any
of the Offered Securities to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal
Reserve Board.
(qq)
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such
securities under the Securities Act.
SECTION
2. Firm Shares; Additional Shares; Representative
Warrants.
(a)
Purchase of Firm Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the Underwriters the Firm Shares at a purchase price (net of discounts)1
of (i) $3.62 per share with respect to investors introduced to the Company by the Underwriters or (ii) $3..76 per share
with respect to investors introduced by the Company. The Underwriters agree to purchase from the Company the Firm Shares in such amounts
as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.
1 8% or 6%, as applicable
(b)
Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time,
on the third (3rd) Business Day following the Applicable Time, or at such time as shall be agreed upon by the Representative
and the Company, at the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other
electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment
for the Firm Shares is called the “Closing Date.” The closing of the payment of the purchase price for is referred
to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal
(same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters)
representing the Firm Shares (or if uncertificated through the full fast transfer facilities of the Depository Trust Company (the “DTC”))
for the account of the Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Underwriters
may request in writing at least two Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters
to examine and package the Firm Shares for delivery at least one full Business Day prior to the Closing Date. The Company shall not be
obligated to sell or deliver the Firm Shares except upon tender of payment by the Underwriters for all the Firm Shares.
(c)
Additional Shares. The Company hereby grants to the Underwriters an option (the “Over-allotment Option”), exercisable
for 45 days from the date of the Prospectus, to purchase up to an additional 247,5002 shares of Common Stock (the “Additional
Shares”), in each case solely for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option
is, at the Representative’s sole discretion, for Additional Shares.
(d)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by
the Representative on or within 45 days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to
the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares
prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice
to the Company from the Representative, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission,
setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares
(the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice
or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative’s counsel
or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and
the Representative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date
will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares,
subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of
Additional Shares specified in such notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
(e)
Delivery and Payment of Additional Shares. Payment for the Additional Shares shall be made on the Option Closing Date by wire
transfer in Federal (same day) funds, upon delivery to the Representative of certificates (in form and substance satisfactory to the
Representative) representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional
Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at
least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional
Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous
with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term
“Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.
(f)
Underwriting Discount. In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters,
with respect to any Offered Securities sold to investors in this Offering, (i) an eight percent (8%) underwriting discount for investors
introduced to the Company by the Underwriters or (ii) a six percent (6%) discount for investors introduced by the Company.
2
15% of the Firm Shares
(g)
Representative Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date
warrants (“Representative Warrants”) to purchase such number of shares of common stock, representing seven percent (7%)
of the total number of Offered Securities. The agreement(s) representing the Representative Warrants, in the form attached hereto as
Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable at any time, and from time to
time, in whole or in part, commencing from the date of issuance and expiring on the fifth year anniversary of the commencement of
sales of the Offering at an initial exercise price per share of $4.4, which is equal to 110% of the offering price of the Firm
Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the
“Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.”
The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring
the Representative’s Warrants and the Warrant Shares during the one hundred eighty (180) days beginning on the date of
commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or
hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred
eighty (180) days beginning on the date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a
selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such
Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
(i) Delivery
of the Representative Warrants. Delivery of the Representative’s Warrants shall be made on the Closing Date, and shall be issued
in the name or names and in such authorized denominations as the Representative may request.
SECTION
3. Covenants of the Company.
The
Company covenants and agrees with the Underwriters as follows:
(a)
Underwriters’ Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time and ending
on the later of the Closing Date or such date as, in the opinion of counsel for the Representative, the Prospectus is no longer required
by law to be delivered in connection with sales by the Underwriters or selected dealers, including under circumstances where such requirement
may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending
or supplementing the Registration Statement or the Prospectus, including any amendment or supplement through incorporation by reference
of any report filed under the Exchange Act, the Company shall furnish to the Underwriters for review a copy of each such proposed amendment
or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriters reasonably objects.
(b)
Securities Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly
advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from,
the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment
or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration
Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement,
the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered
Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening
or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention
or suspension at any time, the Company will use commercially reasonable efforts to obtain the lifting of such order at the earliest possible
moment or will file a new registration statement and use commercially reasonable efforts to have such new registration statement declared
effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A,
as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any
filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.
(c)
Exchange Act Compliance. During the Prospectus Delivery Period, to the extent the Company becomes subject to reporting obligation
under the Exchange Act, the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15
of the Exchange Act in the manner and within the time periods required by the Exchange Act.
(d)
Amendments and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters. If, during the Prospectus
Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus
as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein in the light of the circumstances under which they were made, as the case may be, not misleading,
or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, in order to make the statements therein,
in the light of the circumstances under which they were made, as the case may be, not misleading, or if in the opinion of the Underwriters
it is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file a new
registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus,
the Company agrees to (i) notify the Underwriters of any such event or condition (unless such event or condition was previously brought
to the Company’s attention by the Underwriters during the Prospectus Delivery Period) and (ii) promptly prepare (subject to Section
3(a) and Section 3(f) hereof), file with the Commission (and use its commercially reasonable efforts to have any amendment
to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters
and to dealers, amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration
statement, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the
light of the circumstances under which they were made, as the case may be, not misleading or so that the Registration Statement, the
Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.
(e)
Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior
written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free
Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the
Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities
Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing
prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters is hereinafter referred
to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case
may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case
may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.
(f)
Copies of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Underwriters, without charge, during
the Prospectus Delivery Period, as many copies of each of the preliminary prospectuses, the Prospectus and the Disclosure Package and
any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Underwriters
may reasonably request.
(g)
Use of Proceeds. The Company shall apply the net proceeds from the Offering in the manner consistent with the application thereof
described under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.
(h)
Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Offered Securities.
(i)
Internal Controls. The Company will maintain a system of internal accounting controls designed to provide reasonable assurances
that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with U.S. GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. The internal controls, upon consummation of the Offering, will be, overseen by the Audit Committee (the “Audit
Committee”) of the Board in accordance with the rules of the Nasdaq Stock Market (“Nasdaq”).
(j)
Exchange Listing. The shares of Common Stock has been duly authorized for listing on the Nasdaq Capital Market, subject to official
notice of issuance. The Company is in material compliance with the provisions of the rules and regulations promulgated by Nasdaq and
has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements (to the extent applicable to the Company as of the date hereof, the Closing Date or the Option Closing Date, if any; and
subject to all exemptions and exceptions from the requirements thereof as are set forth therein, to the extent applicable to the Company).
Without limiting the generality of the foregoing and subject to the qualifications above: (i) all members of the Company’s board
of directors who are required to be “independent” (as that term is defined under applicable laws, rules and regulations),
including, without limitation, all members of each of the audit committee, compensation committee and nominating committee of the Company’s
board of directors, meet the qualifications of independence as set forth under such laws, rules and regulations, (ii) the audit committee
of the Company’s board of directors has at least one member who is an “audit committee financial expert” (as that term
is defined under such laws, rules and regulations), and (iii) that, based on discussions with Nasdaq, the Company meets all requirements
for listing on the Nasdaq Capital Market.
(k)
Future Reports to the Underwriters. For one year after the date of this Agreement, the Company will furnish, if not otherwise
available on EDGAR, to the Representative at The Galleria, 2 Bridge Avenue, Suite 241, Red Bank, NJ 0770 Attn: Adam Pasholk (i) as
soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the
Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended
and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after
the filing thereof, copies of each proxy statement, annual report on Form 10-K, quarterly report on From 10-Q, or other report filed
by the Company with the Commission; and (iii) as soon as available, copies of any report or communication of the Company mailed generally
to holders of its capital stock.
(l)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that
has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the
Company.
(m)
Existing Lock-Up Agreements. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there
are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation
of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities
of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.
(n)
Company Lock-Up.
(i)
The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing
for a period of 180 days from Applicable Time (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, enter
into any “at-the-market” or continuous equity, or otherwise transfer or dispose of, directly or indirectly, any shares of
Common Stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company;
(ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock
of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company other than
registration statements on Form S-8 filed with the SEC after the Closing Date; or (iii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock of the Company, whether
any such transaction described in clause (i), (ii), or (iii) above is to be settled by delivery of shares of Common Stock or such other
securities of the Company, in cash or otherwise. The Company agrees not to accelerate the vesting of any option or warrant or the lapse
of any repurchase right prior to the expiration of the Lock-Up Period.
(ii)
The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (C) any shares of Common Stock issued
under a company stock plan or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the
Disclosure Package or the Prospectus, (D) any options and other awards granted under a company stock plan or shares of Common Stock issued
pursuant to an employee stock purchase plan, and (E) shares of Common Stock or other securities issued in connection with a transaction
with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution
arrangements, collaboration agreements or intellectual property license agreements) or acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company; provided that the recipient of any such shares of Common Stock or other
securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form
of Exhibit A hereto for the remaining term of the Lock-Up Period.
SECTION
4. Payment of Fees and Expenses. The Company has
agreed to pay the reasonable and documented out-of-pocket accountable expenses of the Representative in total up to $209,500.
Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and
accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i)
all filing fees and expenses relating to the registration of the Offered Securities with the Commission; (ii) all fees and expenses relating
to the listing of the Common Stock on a national estrange, if applicable; (iii) all filing fees, attorneys’ fees and expenses incurred
by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or
registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested
by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the
Representative of such qualifications, registrations and exemptions; (iv) all fees, expenses and disbursements relating to the registration,
qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as Representative may reasonably
designate; (v) the costs of all mailing and printing of the Offering documents; (vi) transfer and/or stamp taxes, if any, payable upon
the transfer of Offered Securities from the Company to Representative; (vii) the fees and expenses of the Company’s accountants;
(viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all reasonable and documented fees and expenses for conducting a net road show presentation; (x) the costs associated with bound volumes of the Offering
materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $2,500; (xi) background checks, by a background search firm acceptable to Representative on the Company’s senior
management and board of directors, in an amount not to exceed $15,000; and (xii) the fees for
Representative’s legal counsel, in an amount not to exceed $100,000.
The
Company has advanced $50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance
will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with
FINRA Rule 5110(g)(4)(A). The Company has also agreed to reimburse the Representative for the expense of background checks, by a background
search firm acceptable to Representative on the Company’s senior management and board of directors, in an amount not to exceed $15,000.
In addition, the Company agrees
to pay to the Representative at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to one percent
(1%) of the gross proceeds raised at the Closing and at the Option Closing, as applicable.
SECTION
5. Conditions of the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Offered Securities as provided herein on the Closing Date or the Option Closing Date
shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof
as of the date hereof and as of the Closing Date or the Option Closing Date, if any, as though then made; (2) the timely performance
by the Company of its covenants and other obligations hereunder; and (3) each of the following additional conditions:
(a)
Accountants’ Comfort Letters. On the date hereof, the Representative shall have received from each of the Accountants, a
letter dated the date hereof addressed to the Representative, in form and substance satisfactory to the Representative, containing statements
and information of the type ordinarily included in accountants’ “comfort letters” to Representative, delivered according
to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements
and certain financial information contained in the Registration Statement and the Prospectus.
(b)
Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order. During the period from and
after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable:
(i)
the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities
Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective
amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall
have become effective; and
(ii)
no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement,
shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.
(c)
No Material Adverse Change. For the period from and after the date of this Agreement to and including the Closing Date or the
Option Closing Date, if any, in the reasonable judgment of the Representative there shall not have occurred any Material Adverse Change.
(d)
CFO Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate
executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the
Company, with respect to certain financial data contained in the Registration Statement,
Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance
reasonably satisfactory to the Representative.
(e)
Officers’ Certificate. On the Closing Date and the Option Closing Date, as applicable, the Representative shall have received
a written certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date,
to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus
and any amendment or supplement thereto, each Issuer Free Writing Prospectus, if any and this Agreement, to the effect that, to the knowledge
of such individual:
(i)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date or
Option Closing Date, if applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part
to be performed or satisfied at or prior to such Closing Date or Option Closing Date, if applicable;
(ii)
No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order
having the effect of ceasing or suspending the distribution of the Offered Securities or any other securities of the Company has been
issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities
regulatory authority or stock exchange in the United States; and
(iii)
Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been:
(a) any Material Adverse Change; (b) any transaction that is material to the Company, the Subsidiaries and the Consolidated Affiliated
Entities taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,
that is material to the Company, the Subsidiaries and the Consolidated Affiliated Entities taken as a whole, incurred by the Company,
any Subsidiary or Consolidated Affiliated Entity, except obligations incurred in the ordinary course of business; (d) any material change
in the capital stock (except changes thereto resulting from the exercise of outstanding options or warrants or conversion of outstanding
indebtedness into shares of Common Stock of the Company) or outstanding indebtedness of the Company, any Subsidiary or Consolidated Affiliated
Entity (except for the conversion of such indebtedness into shares of Common Stock of the Company); (e) any dividend or distribution
of any kind declared, paid or made on shares of Common Stock of the Company; or (f) any loss or damage (whether or not insured) to the
property of the Company, any Subsidiary or Consolidated Affiliated Entity which has been sustained or will have been sustained which
has a Material Adverse Effect.
(f)
Secretary’s Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a certificate
of the Company signed by the Secretary of the Company, dated such Closing Date, certifying: (i) that the Company’s articles of
incorporation attached to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each
of the Subsidiaries’ and Consolidated Affiliated Entities’ articles of association, memorandum of association or charter
documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions
of the Company’s Board of Directors relating to the Offering attached to such certificate are in full force and effect and have
not been modified; and (iv) the good standing of the Company and each of the Subsidiaries and Consolidated Affiliated Entities (except
in such jurisdictions where the concept of good standing is not applicable). The documents referred to in such certificate shall be attached
to such certificate.
(g)
Bring-down Comfort Letters. On the Closing Date and/or the Option Closing Date, the Representative shall have received from each
of the Accountants, a letter dated such date, in form and substance satisfactory to the Representative, to the effect that the Accountants
reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified
date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date and/or
the Option Closing Date.
(h)
Lock-Up Agreement from Certain Security holders of the Company. On or prior to the date hereof, the Company shall have furnished
to the Representative an agreement substantially in the form of Exhibit A hereto from each of the Company’s officers, directors,
all security holders of the Company’s shares of Common Stock or securities convertible into or exercisable for the Company’s
shares of Common Stock listed on Schedule D hereto.
(i)
Exchange Listing. The Offered Securities to be delivered on the Closing Date and/or the Option Closing Date shall have been approved
for listing on the Nasdaq Capital Market, subject to official notice of issuance.
(j)
Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received:
(i)
the favorable opinion of Loeb & Loeb, LLP, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative,
including a negative assurance letter, in form and substance reasonably satisfactory to the Representative.
(ii)
the favorable opinion of Lee & Poh Partnership, Malaysia counsel to the Company, in form and substance reasonably satisfactory to
the Representative.
(iii) the favorable
opinion of Sherman & Howard L.L.C., Nevada counsel to the Company, in form and substance reasonably satisfactory to the Representative.
The
Underwriters shall rely on the opinions of (i) Loeb & Loeb, LLP, filed as Exhibit 5.2 to the Registration Statement, as to
the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of
the Agreement and (ii) Sherman & Howard L.L.C., filed as Exhibit 5.1 to the Registration Statement, as to the legality of the
Offered Securities.
(k)
FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms
and arrangements.
(l)
Additional Documents. On or before the Closing Date and/or the Option Closing Date, as applicable, the Representative and counsel
for the Representative shall have received such information, documents and opinions as they may reasonably require for the purposes of
enabling them to pass upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy
of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.
If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Representative by written notice to the Company at any time on or prior to the Closing Date and/or the Option Closing Date, as
applicable, which termination shall be without liability on the part of any party to any other party, except that Section 4 (with
respect to the reimbursement of reasonable out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and
Section 7 shall at all times be effective and shall survive such termination.
SECTION
6. Effectiveness of this Agreement. This Agreement
shall not become effective until the later of (i) the execution of this Agreement by the parties hereto and (ii) notification (including
by way of oral notification from the reviewer at the Commission) by the Commission to the Company of the effectiveness of the Registration
Statement under the Securities Act.
SECTION
7. Indemnification.
(a)
Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and
each of its respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within
the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriters Indemnified
Parties,” and each a “Underwriters Indemnified Party”) from and against any losses, claims, damages or liabilities
(including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out
of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information
deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and
430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission
to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained
in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriters
Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending
against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission
from any preliminary prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer
Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the
Underwriters Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to
any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available
at law or in equity to each Underwriters Indemnified Party.
(b)
Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates
and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties”
and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in
settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue
statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information”
filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus,
or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus,
any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration
Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent
that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse
the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend
or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation
or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall
any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection
with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability,
which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity
to each Company Indemnified Party.
(c)
Procedure. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action,
the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify
such indemnifying party in writing of the commencement of that action; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially adversely
prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 7. If any such action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein
and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action
with counsel reasonably satisfactory to the indemnified party (which counsel shall not, except with the written consent of the indemnified
party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume
the defense of such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section
7(a) or 7(b), as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection
with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall
have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses
of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment
thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a),
(ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice
of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in
which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to
diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party
and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection
with the defense of such action; provided, however, that the indemnifying party shall not, in connection with any one such action
or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time any such indemnified party (in
addition to any local counsel), which firm shall be designated in writing by the Underwriters if the indemnified party under this Section
7 is an Underwriters Indemnified Party or by the Company if an indemnified party under this Section 7 is a Company Indemnified
Party. Subject to this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not
be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or
preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with,
any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party
shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect
to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under
this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise
or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified
party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party
shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent
(which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably
withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold
harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any
time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel,
such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written
consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request
for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days
prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance
with such request prior to the date of such settlement.
(d)
Contribution. If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an
indemnified party under Section 7(a) or Section 7(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss, claim,
damage, expense or liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as
shall be appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified
parry or parties on the other hand from the Offering, or (ii) if the allocation provided by clause (i) of this Section 7(d) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) of this Section 7(d) but also the relative fault of the indemnifying party or parties on the one hand and the indemnified
party or parties on the other with respect to the statements, omissions, acts or failures to act which resulted in such loss, claim,
damage, expense or liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant equitable
considerations as determined in a final judgment by a court of competent jurisdiction. The relative benefits received by the Company
on the one hand and the Underwriters on the other with respect to the Offering shall be deemed to be in the same proportion as the total
proceeds from the Offering (before deducting expenses) received by the Company bear to the total underwriting discounts received by the
Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus. The relative
fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such untrue statement, omission, act or failure to act; provided that the parties
hereto agree that the written information furnished to the Company by the Underwriters for use in any preliminary prospectus, the Registration
Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters Information. The Company
and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 7(d) be determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to
herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation
or proceeding referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending
against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage,
expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7(d), the Underwriters
shall not be required to contribute any amount in excess of the total discounts received in cash by the Underwriters in connection with
the Offering less the amount of any damages that the Underwriters have otherwise paid or become liable to pay by reason of any untrue
or alleged untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
SECTION
8. Termination of this Agreement. Prior to the
Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement
under the Securities Act, this Agreement may be terminated by the Representative by written notice given to the Company if at any time
(i) trading or quotation in the Company’s Common Stock shall have been suspended or limited by the Commission or by Nasdaq; (ii)
a general banking moratorium shall have been declared by any U.S. federal or Malaysia authorities; (iii) there shall have occurred any
outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international
financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international
political, financial or economic conditions that, in the reasonable judgment of the Representative, is material and adverse and makes
it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts
for the sale of the Offered Securities; or (iv) regulatory approval (including but not limited to NASDAQ approval) for the Offering is
denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or
delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities.. Except as otherwise stated in this
section, the Agreement may not be terminated by the Company prior to the Closing Date, other than for “Cause.”
Any
termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except
that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Representative for only those out-of-pocket
expenses (including the reasonable fees and expenses of its counsel, and expenses associated with a due diligence report), actually incurred
and documented by the Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the
Company; provided, however, that all such expenses shall not exceed $50,000 in the aggregate, (b) the Underwriters to the Company,
or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket
accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall
survive such termination.
Upon
termination or expiration of this Agreement, unless the Company terminates this Agreement for “Cause” as defined below or
the Representative’s material failure to provide the underwriting services contemplated by this Agreement, if the Company subsequently
completes any public or private financing with any investors introduced to the Company by the Representative at any time during the twelve
(12) months after such termination, then the Representative shall be entitled to receive the compensation as set forth in this Agreement.
“Cause,” for the purpose of this Agreement, shall mean, as an uncured material breach of the Agreement by the Representative
or a material failure by the Representative to provide the underwriting services contemplated hereunder. In the event that the Company
believes that the Representative has engaged conduct constituting Cause, it must first notify Representative in writing of the facts
and circumstances supporting such an assertion(s) and allow Representative twenty (20) days to cure such alleged conduct.
SECTION
9. No Advisory or Fiduciary Responsibility. The
Company hereby acknowledges that the Underwriters are acting solely as Underwriters in connection with the Offering. The Company further
acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on
an arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company,
its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have
undertaken in furtherance of the Offering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary
or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading
up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms
its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the
Offering contemplated hereby or the process leading thereto, including, without limitation, any negotiation related to the pricing of
the Offered Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in
connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their
own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the
Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s
securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent
permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary
or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
SECTION
10. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and
other statements of the Company, of its officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of its or their
partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Offered
Securities sold hereunder and any termination of this Agreement.
Section
11. Right of First Negotiation; Tail.
(a) Right of First Negotiation.
Upon the closing of the Offering, the Representative shall have the right of first negotiation to co-manage any public underwriting or
private placement of debt or equity securities (excluding (i) shares issued under any compensation or stock option plan approved by the
stockholders of the Company, (ii) shares issued in payment of the consideration for an acquisition or as part of strategic partnerships
and transactions and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor
of the Company, with the Representative receiving the right to underwrite or place a number of the securities to be sold therein having
an aggregate purchase price therein equal to a minimum of the aggregate purchase price of the Firm Shares, until twelve (12) months after
completion of the Offering. If the Representative fails to accept in writing any such proposal for such public or private sale within
ten (10) calendar days after receipt of a written notice from the Company containing such proposal, then the Representative shall have
no claim or right with respect to any such sale contained in any such notice. If, thereafter, such proposal is modified in any material
respect, the Company will adopt the same procedure as with respect to the original proposed public or private sale, and the Representative
shall have the right of first negotiation with respect to such revised proposal in accordance with the terms of this Section 11(a).
(b) Tail. The Company agrees
that if at any time prior to the first anniversary of the final Closing Date, the Company, or any of its affiliates, shall enter into
any transaction (including, without limitation, any merger, consolidation, acquisition, financing, joint venture or other arrangement)
with any party directly introduced to the Company by the Representative during the Offering and the aforementioned time period, the Company
shall pay the Representative a success fee, at the closing thereof, equal to 1% of the consideration or value receive by the Company and/or
its stockholders.
SECTION
12. Notices. All communications hereunder shall
be in writing and shall be mailed, hand delivered or emailed to the parties hereto as follows:
If
to the Representative:
Network 1 Financial Securities, Inc.
The Galleria, 2 Bridge Avenue, Suite 241
Red Bank, NJ 07701
Attn:
Adam Pasholk
Email:
adampasholk@netw1.com
With
a copy (which shall not constitute notice) to:
Hunter
Taubman Fischer & Li LLC
950
Third Avenue, 19th Floor
New
York, NY 10022
Attn.:
Louis Taubman, Esq.; Guillaume de Sampigny, Esq.
Email:
ltaubman@htflawyers.com; gdesampigny@htflawyers.com
If
to the Company:
AGAPE
ATP CORPORATION
1705
- 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman
Desa, Kuala Lumpur, Malaysia (Postal Code: 58100)
Attn:
How Kok Choong
Email:
corporate@agapeatp.com
With
a copy (which shall not constitute notice) to:
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place Central
Attn:
Lawrence S. Venick, Esq.
Email:
lvenick@loeb.com
Any
party hereto may change the address for receipt of communications by giving written notice to the others.
SECTION
13. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and to the benefit of the employees, officers and directors and controlling persons
referred to in Section 7, and in each case their respective successors, and no other person will have any right or obligation
hereunder. The term “successors” shall not include any purchaser of the Offered Securities as such merely by reason
of such purchase.
SECTION
14. Partial Unenforceability. The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other
Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid
or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.
SECTION
15. Governing Law Provisions. This Agreement shall
be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to conflict of laws
principles thereof.
SECTION
16. Consent to Jurisdiction. No legal suit, action
or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a “Related Proceeding”)
may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County
of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified
Courts”) shall have jurisdiction over the adjudication of any Related Proceeding, and the parties to this Agreement hereby
irrevocably consent to the exclusive jurisdiction the Specified Courts and personal service of process with respect thereto. The parties
to this Agreement hereby irrevocably waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and
irrevocably waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has
been brought in an inconvenient forum.
SECTION
17. General Provisions. This Agreement constitutes
the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations with respect to the Offering. This Agreement may be executed in two or more counterparts, each one of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement
may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of
the parties only and shall not affect the construction or interpretation of this Agreement.
[Signature
Page Follows]
If
the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| |
Very
truly yours, |
| |
|
| |
AGAPE
ATP CORPORATION |
| |
|
|
| |
By: |
|
| |
Name: |
How
Kok Choong |
| |
Title: |
Chief
Executive Officer, Chief Operating Officer, Director, Chairman of the Board of Directors and Secretary |
The
foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the date first above written.
| NETWORK 1 FINANCIAL SECURITIES, INC. |
|
| |
|
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
SCHEDULE
A
| Underwriters | |
| Number
of
Firm Shares | |
| Network 1 Financial Securities, Inc. | |
| 1,650,000 | |
| Total | |
| 1,650,000 | |
SCHEDULE
B
Issuer
Free Writing Prospectus(es)
None.
SCHEDULE
C
Pricing
Information
Number
of Firm Shares: 1,650,000
Number
of Additional Shares: 247,500
Public
Offering Price per one Share: $4
Underwriting
Discount per one Share: (i) $0.32 per share for investors introduced to the Company by the Underwriters, or (ii) $0.24 per share for
investors introduced by the Company
Proceeds
to Company per one Share (before expenses): (i) $3.68 per share for investors introduced to the Company by the Underwriters, or (ii)
$3.76 per share for investors introduced by the Company
SCHEDULE
D
Lock-Up
Parties
How
Kok Choong
Lee
Kam Fan Andrew
Ramesh
Ruben Louis
Chee
Aik Chin
HKC
Talent Limited
Vong John Hing
HKC Holdings SDN BHD
SCHEDULE
E
Subsidiaries
and Consolidated Affiliated Entities
| Subsidiaries |
|
Jurisdiction
of
Formation |
| Agape
ATP Corporation |
|
Malaysia |
| Agape
ATP International Holding Limited |
|
Hong
Kong |
| Agape
Superior Living Sdn. Bhd. |
|
Malaysia |
| DSY
Wellness International Sdn Bhd. |
|
Malaysia |
| Wellness
ATP International Holdings Sdn, Bhd |
|
Malaysia |
| Consolidated
Affiliated Entity |
|
Jurisdiction
of
Formation |
| Agape
S.E.A. Sdn. Bhd. |
|
Malaysia |
EXHIBIT
A
Form
of Lock-Up Agreement
[●],
2023
Network 1 Financial Securities, Inc.
The Galleria, 2 Bridge Avenue, Suite 241
Red Bank, NJ 07701
Ladies
and Gentlemen:
This
Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 Financial Securities, Inc. (the
“Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”)
between AGAPE ATP CORPORATION, a Nevada corporation (the “Company”), and the Representative, relating to the proposed
public offering (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”),
of the Company. Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting
Agreement.
In
order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering,
and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or
director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the
date that is 180 days from the date of this Agreement (the “Lock-Up Period”), the undersigned will not, without the
prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or
otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by
the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation,
shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated
under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to
time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible
into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that
transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable
or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock.
The
restrictions set forth in the immediately preceding paragraph shall not apply to:
(1)
if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate
family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the
undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift
to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce;
or (e) if the undersigned is or was an officer or director of the Company, to the Company pursuant to the Company’s right of repurchase
upon termination of the undersigned’s service with the Company;
(2)
if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder,
partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer
is not for value;
(3)
if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned
(a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s
capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially
all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement
or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate
(as defined below) of the undersigned and such transfer is not for value;
(4)
(a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase shares
of Common Stock or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock
options or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to
the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case
the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of shares
of Common Stock or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to
an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax
withholding obligations pursuant to the Company’s equity incentive or other plans;
(5)
the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected
by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the shares of Common Stock received
upon such exercise shall remain subject to the restrictions provided for in this Agreement;
(6)
the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described
in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective
control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting
securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates
with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that,
the shares of Common Stock received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions
provided for in this Agreement;
(7)
the Offering;
(8)
transfers consented to, in writing by the Representative;
(9)
transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering; provided that,
no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection
with such transactions;
provided
however, that in the case of any transfer described in clauses (1), (2) or (3) above, it shall be a condition to the transfer that
the transferee executes and delivers to the Representative, acting on behalf of the Underwriters, not later than one business day prior
to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate
family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and
not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representative. Furthermore, notwithstanding
the foregoing, the undersigned may transfer the Beneficially Owned Securities in a transaction not involving a public offering or public
resale; provided that (x) the transferee agrees in writing with the Representative to be bound by the terms of this Agreement, and (y)
no filing by any party under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily in connection with such
transfer.
In
addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1
under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to the Representative promptly
upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement
is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean any relationship
by blood, marriage or adoption, nor more remote than first cousin; and “affiliate” shall have the meaning set forth in Rule
405 under the Securities Act.
If
(i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating
to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results
or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up
Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the
issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative
waives, in writing, such extension.
If
the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the
effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representative
will notify the Company of the impending release or waiver. Any release or waiver granted by the Representative hereunder to any such
officer or director shall only be effective two business days after the publication date of such press release; provided, that such press
release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions
of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and
(b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration
that such terms remain in effect at the time of such transfer.
In
furtherance of the foregoing, (1) the undersigned also agrees and consents to the entry of stop transfer instructions with any duly appointed
transfer agent for the registration or transfer of the securities described herein against the transfer of any such securities except
in compliance with the foregoing restrictions, and (2) the Company, and any duly appointed transfer agent for the registration or transfer
of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute
a violation or breach of this Agreement.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this
Agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid
and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the death
or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned for the term of the Lock-Up Period.
This
Agreement shall automatically terminate upon the earliest to occur, if any, of (1) either the Representative, on the one hand, or the
Company, on the other hand, advising the other in writing, they have determined not to proceed with the Offering, (2) termination of
the Underwriting Agreement before the sale of shares of Common Stock, or (3) the withdrawal of the Registration Statement.
This
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict
of laws principles thereof.
[Signature
Page Follows]
| |
Very
truly yours, |
| |
(Name
- Please Print) |
| |
(Signature) |
| |
(Name
of Signatory, in the case of entities - Please Print) |
| |
(Title
of Signatory, in the case of entities - Please Print) |
| |
Address:
|
|
| |
#
of shares of Common Stock Held by
Signatory: |
|
Exhibit
4.1
THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT,
OR ANY OF THE UNDERLYING SECURITIES, EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT, OR ANY OF THE UNDERLYING SECURITIES, FOR A PERIOD ENDING ON,
AND INCLUDING, THE DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE
OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING,
OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC., OR OF ANY SUCH UNDERWRITERS OR SELECTED
DEALER.
THIS
PURCHASE WARRANT IS VOID AFTER 5:00 P.M., EASTERN TIME, [●].
UNDERWRITER’S
WARRANT
FOR
THE PURCHASE OF [●] SHARES OF COMMON STOCK
OF
AGAPE
ATP CORPORATION
1.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between AGAPE ATP CORPORATION, a
Nevada corporation (the “Company”), on one hand, and Network 1 Financial Securities, Inc. (the “Holder”),
on the other hand, dated [●] (the “Underwriting Agreement”), the Holder, as registered owner of this underwriter’s
warrant (this “Purchase Warrant”), is entitled, at any time or from time to time from [●] (the “Exercise
Date”)1, and at or before 5:00 p.m., Eastern Time, on [●] (the “Expiration Date”)2,
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares of Common Stock of the Company,
par value $0.0001 per share (“Common Stock”) (the “Shares”), subject to adjustment as provided
in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase
Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending
on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is
initially exercisable at $[●] per share (110% of the price of the shares of Common Stock sold in the Offering); provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant,
including the exercise price per share and the number of shares of Common Stock to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price of this Purchase Warrant as
set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
2. Exercise.
2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly executed and
completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the shares of Common
Stock being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified
check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time, on the Expiration Date,
this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.
2.2 Cashless
Exercise. The Holder may elect to receive the number of shares of Common Stock equal to the value of this Purchase Warrant (or the
portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto,
in which event the Company shall issue to Holder, Shares in accordance with the following formula:
| X |
= |
Y(A-B) |
|
|
| A |
|
|
| |
|
|
|
| Where, |
X |
= |
The
number of shares of Common Stock to be issued to Holder; |
| |
Y |
= |
The
number of shares of Common Stock for which the Purchase Warrant is being exercised; |
| |
A |
= |
The
fair market value of one share of Common Stock; and |
| |
B |
= |
The
Exercise Price. |
1 Date
of issuance (closing date)
2 5 years from
commencement of sales
For
purposes of this Section 2.2, the “fair market value” of a share of Common Stock is defined as follows:
| |
(i) |
if
the shares of Common Stock are traded on a national securities exchange, the value shall be deemed to be the weighted average closing
price on such exchange for the five consecutive trading days ending on the trading day immediately prior to the exercise form being
submitted in connection with the exercise of the Purchase Warrant; or |
| |
(ii) |
if
the shares of Common Stock are actively traded over-the-counter, the value shall be deemed to be the weighted average closing bid
price of the shares of Common Stock for the five consecutive trading days ending on the trading day immediately prior to the exercise
form being submitted in connection with the exercise of the Purchase Warrant; or |
| |
(iii) |
if
there is no market for the shares of Common Stock, the value shall be the fair market value thereof, as determined in good faith
by the Board. |
2.3 Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear the following legends unless such securities have
been registered under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration under the
Act:
(i)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD ENDING ON, AND INCLUDING, THE DATE THAT IS ONE
HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF
THE COMPANY’S SECURITIES (FILE NO. 333-239951) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO
ANYONE OTHER THAN NETWORK 1 FINANCIAL SECURITIES, INC., OR BONA FIDE OFFICERS OR PARTNERS OF NETWORK 1 FINANCIAL SECURITIES, INC., OR
(B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC
DISPOSITION OF THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).”
(ii)
Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by a certificate,
instrument, or book entry so legended.
3. Transfer.
3.1 General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not:
(a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant or any of the Shares exercisable hereunder for a period ending
on, and including, the date that is one hundred eighty (180) days beginning on the date of commencement of sales of the Offering (the
“Initial Transfer Date”) to anyone other than: (i) the Underwriter or a selected dealer participating in the Offering,
or (ii) a bona fide officer or partner of the Underwriter or of any such selected dealer, in each case in accordance with FINRA Rule
5110(e)(2)(B), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities
hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after the Initial Transfer Date, transfers to others may be made subject
to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together with this Purchase Warrant
and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer
this Purchase Warrant on the books of the Company and shall execute and deliver a new warrant or warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of shares of Common Stock purchasable hereunder or such portion
of such number as shall be contemplated by any such assignment.
3.2 Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company,
(ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities
that has been declared effective by the Commission and includes a current prospectus or (iii) a registration statement, pursuant to which
the Holder has exercised its registration rights pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such
securities has been filed and declared effective by the Commission and compliance with applicable state securities law has been established.
4.
Registration Rights.
4.1 Demand Registration.
4.1.1 Grant of Right. Unless
all of the Registrable Securities (as defined below) are included in an effective registration statement with a current prospectus or
a qualified offering statement with a current registration statement, the Company, upon written demand (a “Demand Notice”)
of the Holder(s) of at least fifty-one percent (51%) of the Warrants and/or the underlying shares of Common Stock (“Majority
Holders”), agrees to register, on one occasion, all or any portion of the shares of Common Stock underlying this Purchase Warrant
that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the
Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable
Securities within sixty (60) days after receipt of a Demand Notice and use its best efforts to have the registration statement declared
effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required
to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback
pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement;
or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered
by such registration statement has been withdrawn or until thirty days after such offering is consummated. The demand for registration
may be made at any time during a period of five years beginning on the date of commencement of sales of the Offering.
4.1.2 Terms. The Company
shall bear all fees and expenses attendant to the Demand Registration Statement pursuant to Section 4.1.1, but the Holder(s) shall
pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holder(s) to represent the Holder(s)in
connection with the sale of the Registrable Securities. The Company agrees to use its best efforts to cause the filing of a Demand Registration
Statement required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably
requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in
a state in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or
submit to general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their
shares of Common Stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under
Section 4.1.1 to remain effective for a period of at least 12 consecutive months after the date that the Holders of the Registrable
Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holder(s) shall
only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease
to use any prospectus furnished by the Company if the Company advises the Holder(s) that such prospectus may no longer be used due to
a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder(s) shall be entitled to a
Demand Registration Statement under this Section 4.1.2 on only one occasion and such demand registration right shall terminate
on the fifth anniversary of the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(C).
4.2 “Piggy-Back”
Registration.
4.2.1 Grant of Right. Unless
all of the Registrable Securities are included in an effective registration statement with a current prospectus or a qualified offering
statement with a current offering circular, the Holder shall have the right, for a period of five years commencing on the date of commencement
of sales of the Offering, to include the remaining Registrable Securities as part of any other registration of securities filed by the
Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Form S-3 or any
equivalent form).
4.2.2 Terms. The Company
shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, but the
Holder(s) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holder(s) to represent
them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Securities with not less than 30 days written notice prior to the proposed date of filing
of such registration statement. Such notice to the Holder(s) shall continue to be given for each registration statement filed by the Company
until such time as all of the Registrable Securities have been registered under an effective registration statement. The holders of the
Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten days
of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase
Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2. Notwithstanding
the provisions of this Section 4.2.2, such piggyback registration rights shall terminate on the seventh anniversary of the commencement
of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D).
5. New
Purchase Warrants to be Issued.
5.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of shares of Common Stock
purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.
5.2 Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase
Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant
of like tenor and date. Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.
6. Adjustments.
6.1 Adjustments
to Exercise Price and Number of Shares of Common Stock. The Exercise Price and the number of Shares of Common Stock underlying this
Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split up of shares of Common Stock
or other similar event, then, on the effective day thereof, the number of shares of Common Stock purchasable hereunder shall be increased
in proportion to such increase in outstanding shares of Common Stock, and the Exercise Price shall be proportionately decreased.
6.1.2 Aggregation
of Shares of Common Stock. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event,
then, on the effective date thereof, the number of shares of Common Stock purchasable hereunder shall be decreased in proportion to such
decrease in outstanding shares, and the Exercise Price shall be proportionately increased.
6.1.3 Replacement
of shares of Common Stock upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the par value
of such shares of Common Stock, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into
another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration
of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of Common Stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this
Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered
by Section 6.1.1 or Section 6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2
and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.
6.1.4 Fundamental
Transaction. If, at any time while this Purchase Warrant is outstanding, the Company enters into the following transactions with
another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock
(not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with,
the other Persons making or party to such stock or share purchase agreement or other business combination): (i) the Company, directly
or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii)
the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer
or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted
to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding shares of Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common
Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spinoff or scheme of arrangement) with another Person or group of Persons (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for
each Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the
number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and
any additional or alternative consideration (the “Alternative Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Purchase Warrant is exercisable immediately prior to such
Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternative Consideration based on the amount of Alternative Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternative Consideration. If holders of shares of Common Stock
are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given
the same choice as to the Alternative Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the Company under this Purchase Warrant, and to
deliver to the Holder in exchange for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock of
such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this
Purchase Warrant immediately prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction, the value of such shares of capital stock, the number of shares of such capital stock and the exercise price for such shares
of capital stock for the purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such
Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of, the Company and shall assume all of the obligations
of the Company, under this Purchase Warrant with the same effect as if such Successor Entity had been named as the Company herein.
6.1.5 Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and any warrants issued after such change, in exchange or replacement of this Purchase Warrant may state the same Exercise Price
and the same number of shares of Common Stock as are stated in the Purchase Warrant initially issued pursuant to this Purchase Warrant.
The acceptance by any Holder of the issuance of a new warrant reflecting a required or permissive change shall not be deemed to waive
any rights to an adjustment occurring after the date hereof or the computation thereof.
6.2 Substitute
Purchase Warrant. Except as otherwise provided in Section 6.1.5, in case of any consolidation of the Company with, or share reconstruction
or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation
which does not result in any reclassification or change of the outstanding shares of Common Stock ), the corporation formed by such consolidation
or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental warrant providing that the holder of this
Purchase Warrant shall have the right thereafter (until the stated expiration of this Purchase Warrant) to receive, upon exercise of
such supplemental warrant, the kind and amount of shares of common stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of shares of Common Stock of the Company for which this Purchase Warrant
might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental
warrant shall provide for adjustments which shall be substantially the same to the adjustments provided for in this Section 6.
The above provisions of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.
6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common Stock
upon the exercise of this Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case
may be, to the nearest whole number of shares of Common Stock or other securities, properties or rights.
7. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon exercise of this Purchase Warrant, such number of shares of Common Stock or other securities, properties or
rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant
and payment of the Exercise Price therefor, unless this Purchase Warrant is exercised pursuant to a cashless exercise, as provided in
Section 2.2 hereof, in accordance with the terms hereby, all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company
further covenants and agrees that upon exercise of this Purchase Warrant and payment of the exercise price therefor, unless this Purchase
Warrant is exercised pursuant to a cashless exercise, as provided in Section 2.2 hereof, all shares of Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive
rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use its commercially reasonable efforts
to cause all shares of Common Stock issuable upon exercise of this Purchase Warrant to be listed (subject to official notice of issuance)
on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor quotation system) on which the shares of
Common Stock are then listed and/or quoted (if at all).
8. Certain
Notice Requirements.
8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive
notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of this Purchase Warrant and the exercise thereof, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least
fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”)
for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date
or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to the
Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice
is given to the shareholders.
8.2 Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive
a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall
offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a
sale of all or substantially all of its property, assets and business shall be proposed.
8.3 Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.
8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be
deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses and contact
information set forth below:
Network 1 Financial Securities, Inc.
The Galleria, 2 Bridge Avenue,
Suite 241
Red Bank, NJ 07701
Attn:
Adam Pasholk
Email:
adampasholk@netw1.com
With
a copy to:
Hunter
Taubman Fischer & Li LLC
48
Wall Street, Suite 2800
New
York, NY 1100
Attn: Louis Taubman, Esq.; Guillaume de Sampigny, Esq.
Email:
ltaubman@htflawyers.com; gdesampigny@htflawyers.com
If
to the Company:
AGAPE
ATP CORPORATION
1705
- 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman
Desa, Kuala Lumpur, Malaysia (Postal Code: 58100)
Attn:
How Kok Choong
Email:
corporate@agapeatp.com
With
a copy to:
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place Central
Attn:
Lawrence S. Venick, Esq.
Email:
lvenick@loeb.com
9. Miscellaneous.
9.1 Amendments.
The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of the Holder in
order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Underwriter
may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect the interest of the Holder.
All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.
9.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.
9.3 Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4 Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have
any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.
9.5 Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf
of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.6 Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be
deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in
a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any
such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
9.7 Holder
Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this
Purchase Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity as a holder
of this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Shares which it
is then entitled to receive upon the due exercise of this Purchase Warrant. In addition, nothing contained in this Purchase Warrant shall
be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchase Warrant or otherwise)
or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
9.8 Restrictions.
The Holder acknowledges that the Shares acquired upon the exercise of this Purchase Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
9.9 Severability.
Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Purchase Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Purchase Warrant.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [●]th
day of _______, 2023.
| |
AGAPE ATP CORPORATION |
| |
|
|
| |
By: |
|
| |
Name: |
How Kok Choong |
| |
Title: |
Chief Executive Officer, Chief Operating Officer, |
| |
Director, Chairman of the Board of Directors and Secretary |
EXHIBIT
A
Exercise
Notice
Form
to be used to exercise Purchase Warrant:
Date:
__________, 202_
The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of Common Stock of AGAPE ATP CORPORATION, a
Nevada corporation (the “Company”), and hereby makes payment of $____ (at the rate of $____ per share) in payment
of the Exercise Price pursuant thereto. Please issue the shares of Common Stock as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new Purchase Warrant representing the number of shares of Common Stock for which
this Purchase Warrant has not been exercised.
or
The
undersigned hereby elects irrevocably to convert its right to purchase ___ shares of Common Stock under the Purchase Warrant for ______
shares of Common Stock, as determined in accordance with the following formula:
| |
X |
= |
Y(A-B) |
|
| |
A |
|
| Where, |
X |
= |
The
number of shares of Common Stock to be issued to Holder; |
| |
Y |
= |
The
number of shares of Common Stock for which the Purchase Warrant is being exercised; |
| |
A |
= |
The
fair market value (as defined in Section 2.2 of this Purchase Warrant) of one share of Common Stock which is equal to $_____; and |
| |
B |
= |
The
Exercise Price which is equal to $______ per share |
The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.
Please
issue the shares of Common Stock as to which this Purchase Warrant is exercised in accordance with the instructions given below and,
if applicable, a new Purchase Warrant representing the number of shares of Common Stock for which this Purchase Warrant has not been
converted.
Signature
Signature
Guaranteed
INSTRUCTIONS
FOR REGISTRATION OF SECURITIES
Name:
(Print
in Block Letters)
Address:
NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.
EXHIBIT
B
Assignment
Notice
Form
to be used to assign Purchase Warrant:
ASSIGNMENT
(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):
FOR
VALUE RECEIVED, does hereby sell, assign and transfer unto the right to purchase shares of Common Stock of AGAPE ATP CORPORATION, a Nevada
corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such
right on the books of the Company.
Dated:
, 202
Signature
Signature
Guaranteed
NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.
Exhibit
99.1
AGAPE
ATP CORPORATION
Statement
of Policy Concerning Trading in Company Securities
Adopted
October 13, 2023
TABLE
OF CONTENTS
| |
|
Page
No. |
| I. |
Summary
of Policy Concerning Trading in Company Securities |
1 |
| |
|
|
| II. |
The
Use of Inside Information in Connection with Trading in Securities |
1 |
| |
|
|
| |
A. |
General
Rule. |
1 |
| |
|
|
|
| |
B. |
Who
Does the Policy Apply To? |
2 |
| |
|
|
|
| |
C. |
Other
Companies’ Stock. |
3 |
| |
|
|
|
| |
D. |
Hedging
and Derivatives. |
3 |
| |
|
|
|
| |
E. |
Pledging
of Securities, Margin Accounts. |
3 |
| |
|
|
|
| |
F. |
General
Guidelines. |
3 |
| |
|
|
|
| |
G. |
Applicability
of U.S. Securities Laws to International Transactions. |
5 |
| |
|
|
|
| III. |
Other
Limitations on Securities Transactions |
6 |
| |
|
|
| |
A. |
Public
Resales – Rule 144. |
6 |
| |
|
|
|
| |
B. |
Private
Resales. |
7 |
| |
|
|
|
| |
C. |
Restrictions
on Purchases of Company Securities. |
7 |
| |
|
|
|
| |
D. |
Filing
Requirements. |
7 |
I.
SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES
It
is the policy of AGAPE ATP CORPORATION and its subsidiaries (collectively, the “Company”) that it will, without exception,
comply with all applicable laws and regulations in conducting its business. Each employee, each executive officer and each director is
expected to abide by this policy. When carrying out Company business, employees, executive officers and directors must avoid any activity
that violates applicable laws or regulations. In order to avoid even an appearance of impropriety, the Company’s directors, officers
and certain other employees are subject to pre-approval requirements and other limitations on their ability to enter into transactions
involving the Company’s securities. Although these limitations do not apply to transactions pursuant to written plans for trading
securities that comply with Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), the entry
into, amendment or termination of any such written trading plan is subject to pre-approval requirements and other limitations.
II.
THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES
A.
General Rule.
The
U.S. securities laws regulate the sale and purchase of securities in the interest of protecting the investing public. U.S. securities
laws give the Company, its officers and directors, and other employees the responsibility to ensure that information about the Company
is not used unlawfully in the purchase and sale of securities.
All
employees, executive officers and directors should pay particularly close attention to the laws against trading on “inside”
information. These laws are based upon the belief that all persons trading in a company’s securities should have equal access to
all “material” information about that company. Information is considered to be “material” if its disclosure would
be reasonably likely to affect (1) an investor’s decision to buy or sell the securities of the company to which the information
relates, or (2) the market price of that company’s securities. While it is not possible to identify in advance all information
that will be deemed to be material, some examples of such information would include the following: earnings; financial results or projections;
dividend actions; mergers and acquisitions; capital raising and borrowing activities; major dispositions; major new customers, projects
or products; significant advances in product development; new technologies; major personnel changes in management or change in control;
expansion into new markets; unusual gains or losses in major operations; major litigation or legal proceedings; granting of stock options;
and major sales and marketing changes. When doubt exists, the information should be presumed to be material. If you are unsure whether
information of which you are aware is inside information, you should consult with the Company’s Chief Financial Officer. No individuals
other than specifically authorized personnel may release material information to the public or respond to inquiries from the media, analysts
or others. If you are contacted by the media or by a research analyst seeking information about the Company and if you have not been
expressly authorized by the Company’s Chief Financial Officer to provide information to the media or to analysts, you should refer
the call to the Chief Financial Officer. On occasion, it may be necessary for legitimate business reasons to disclose inside information
to outside persons. Such persons might include investment bankers, lawyers, auditors or other companies seeking to engage in a potential
transaction with the Company. In such circumstances, the information should not be conveyed until an express understanding has been reached
that such information is not to be used for trading purposes and may not be further disclosed other than for legitimate business reasons.
For example, if an employee, an executive officer or a director of a company knows material non-public financial information, that employee,
executive officer or director is prohibited from buying or selling shares in the company until the information has been disclosed to
the public. This is because the employee, executive officer or director knows information that will probably cause the share price to
change, and it would be unfair for the employee or director to have an advantage (knowledge that the share price will change) that the
rest of the investing public does not have. In fact, it is more than unfair; it is considered to be fraudulent and illegal. Civil and
criminal penalties for this kind of activity are severe.
The
general rule can be stated as follows: It is a violation of federal securities laws for any person to buy or sell securities if he or
she is in possession of material inside information. Information is material if there is a substantial likelihood that a reasonable investor
would consider it important in making an investment decision. It is inside information if it has not been publicly disclosed in a manner
making it available to investors generally on a broad-based non-exclusionary basis. Furthermore, it is illegal for any person in possession
of material inside information to provide other people with such information or to recommend that they buy or sell the securities. (This
is called “tipping”). In that case, they may both be held liable.
The
Securities and Exchange Commission (the “SEC”), the stock exchanges and plaintiffs’ lawyers focus on uncovering
insider trading. A breach of the insider trading laws could expose the insider to criminal fines up to three times the profits earned
and imprisonment up to ten years, in addition to civil penalties (up to three times of the profits earned), and injunctive actions. In
addition, punitive damages may be imposed under applicable state laws. Securities laws also subject controlling persons to civil penalties
for illegal insider trading by employees, including employees located outside the United States. Controlling persons include directors,
officers, and supervisors. These persons may be subject to fines up to the greater of $1,000,000 or three times profit (or loss avoided)
by the insider trader.
Inside
information does not belong to the individual directors, officers or other employees who may handle it or otherwise become knowledgeable
about it. It is an asset of the Company. For any person to use such information for personal benefit or to disclose it to others outside
the Company violates the Company’s interests. More particularly, in connection with trading in the Company’s securities,
it is a fraud against members of the investing public and against the Company.
All
directors, executive officers and employees of the Company must observe these policies at all times. Your failure to do so will be grounds
for internal disciplinary action, up to and including termination of your employment or directorship.
B.
Who Does the Policy Apply To?
The
prohibition against trading on inside information applies to directors, officers and all other employees, and to other people who gain
access to that information. The prohibition applies to both domestic and international employees of the Company and its subsidiaries.
Because of their access to confidential information on a regular basis, Company policy subjects its directors and certain employees (the
“Window Group”) to additional restrictions on trading in Company securities. The restrictions for the Window Group
are discussed in Section F below. In addition, directors and certain employees with inside knowledge of material information may be subject
to ad hoc restrictions on trading from time to time.
C.
Other Companies’ Stock.
Employees,
executive officers and directors who learn material information about suppliers, customers, or competitors through their work at the
Company, should keep it confidential and not buy or sell stock in such companies until the information becomes public. Employees, executive
officers and directors should not give tips about such stock.
D.
Hedging and Derivatives.
Employees,
executive officers and directors are prohibited from engaging in any hedging transactions (including transactions involving options,
puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to
hedge or speculate on any change in the market value of the Company’s equity securities.
Trading
in options or other derivatives is generally highly speculative and very risky. People who buy options are betting that the stock price
will move rapidly. For that reason, when a person trades in options in his or her employer’s stock, it will arouse suspicion in
the eyes of the SEC that the person was trading on the basis of inside information, particularly where the trading occurs before a company
announcement or major event. It is difficult for an employee, executive officer or director to prove that he or she did not know about
the announcement or event.
If
the SEC or the NYSE were to notice active options trading by one or more employees, executive officers or directors of the Company prior
to an announcement, they would investigate. Such an investigation could be embarrassing to the Company (as well as expensive), and could
result in severe penalties and expense for the persons involved. For all of these reasons, the Company prohibits its employees, executive
officers and directors from trading in options or other derivatives involving the Company’s stock. This policy does not pertain
to employee stock options granted by the Company. Employee stock options cannot be traded.
E.
Pledging of Securities, Margin Accounts.
Pledged
securities may be sold by the pledgee without the pledgor’s consent under certain conditions. For example, securities held in a
margin account may be sold by a broker without the customer’s consent if the customer fails to meet a margin call. Because such
a sale may occur at a time when an employee, executive officer or a director has material inside information or is otherwise not permitted
to trade in Company securities, the Company prohibits employees, executive officers and directors from pledging Company securities in
any circumstance, including by purchasing Company securities on margin or holding Company securities in a margin account.
F.
General Guidelines.
The
following guidelines should be followed in order to ensure compliance with applicable antifraud laws and with the Company’s policies:
1.
Nondisclosure. Material inside information must not be disclosed to anyone, except to persons within the Company whose positions
require them to know it. Tipping refers to the transmission of inside information from an insider to another person. Sometimes this involves
a deliberate conspiracy in which the tipper passes on information in exchange for a portion of the “tippee’s” illegal
trading profits. Even if there is no expectation of profit, however, a tipper can have liability if he or she has reason to know that
the information may be misused. Tipping inside information to another person is like putting your life in that person’s hands.
So the safest choice is: Don’t tip.
2.
Trading in Company Securities. No employee, executive officer or director should place a purchase or sale order, or recommend
that another person place a purchase or sale order in the Company’s securities when he or she has knowledge of material information
concerning the Company that has not been disclosed to the public. This includes orders for purchases and sales of stock and convertible
securities, including engaging in any “short sales” of the Company’s securities. The exercise of employee stock options
is not subject to this policy. However, stock that was acquired upon exercise of a stock option will be treated like any other stock,
and may not be sold by an employee who is in possession of material inside information. Any employee, executive officer or director who
possesses material inside information should wait until the start of the third business day after the information has been publicly released
before trading.
3.
Avoid Speculation. Investing in the Company’s common stock provides an opportunity to share in the future growth of the
Company. But investment in the Company and sharing in the growth of the Company does not mean short range speculation based on fluctuations
in the market. Such activities put the personal gain of the employee, executive officer or director in conflict with the best interests
of the Company and its stockholders. Although this policy does not mean that employees, executive officers or directors may never sell
shares, the Company encourages employees, executive officers and directors to avoid frequent trading in Company stock. Speculating in
Company stock is not part of the Company culture.
4.
Trading in Other Securities. No employee, executive officer or director should place a purchase or sale order, or recommend that
another person place a purchase or sale order, in the securities of another corporation (such as a supplier, an acquisition target or
a competitor), if the employee, executive officer or director learns in the course of his or her employment confidential information
about the other corporation that is likely to affect the value of those securities. For example, it would be a violation of the securities
laws if an employee, executive officer or director learned through Company sources that the Company intended to purchase assets from
a company, and then placed an order to buy or sell stock in that other company because of the likely increase or decrease in the value
of its securities.
5.
Restrictions on the Window Group. The Window Group consists of (i) directors, executive officers and vice presidents of the Company
and their assistants and household members, (ii) subset of employees in the financial reporting, business development or legal groups
and (iii) such other persons as may be designated from time to time and informed of such status by the Company’s Chief Financial
Officer and general counsel or an officer with similar duties and responsibilities of the Company (the “General Counsel”).
The Window Group is subject to the following restrictions on trading in Company securities:
| |
● |
trading
is permitted from the start of the third business day following the release of the Company’s quarterly and annual earnings
until the 16th calendar day of the last month of the then current fiscal quarter (the “Window”), subject to the
restrictions below; |
| |
|
|
| |
● |
all
trades are subject to prior review; |
| |
● |
The
Window Group must submit a request for approval in a form set forth in Annex B hereto from the Company’s Chief Financial Officer
and General Counsel before making any trade in Company Securities; requests for approval of trades by the Chief Financial Officer
and General Counsel should be submitted to the Chief Executive Officer; |
| |
|
|
| |
● |
no
trading is permitted outside the Window except for reasons of exceptional personal hardship and subject to prior review by the Chief
Financial Officer and General Counsel; provided that, if one of these individuals wishes to trade outside the Window, it shall be
subject to prior review by the other; and |
| |
|
|
| |
● |
individuals
in the Window Group are also subject to the general restrictions on all employees. |
Note
that at times Chief Financial Officer and the General Counsel may determine that no trades may occur even during the Window when clearance
is requested. No reasons may be provided and the closing of the Window itself may constitute material inside information that should
not be communicated.
The
foregoing Window Group restrictions do not apply to transactions pursuant to written plans for trading securities that comply with Rule
10b5-1 under the Exchange Act (“10b5-1 Plans”) described in Annex A hereto. However, Window Group members may
not enter into, amend or terminate a 10b5-1 Plan relating to Company securities without the prior approval of Chief Financial Officer
and the General Counsel, which will only be given during a Window period.
The
Company from time to time may also impose an ad hoc trading freeze on all officers, directors, and other members of the Window
Group due to significant unannounced corporate developments. These trading freezes may vary in length.
Executive
officers, directors or any other member of the Window Group must promptly report to the Chief Financial Officer and General Counsel any
transaction in any of the Company’s securities by his or her or any of their respective assistants or family members other than
transactions made pursuant to an approved 10b5-1 Plan (as defined below).
In
summary, every employee of the Company is subject to trading restrictions when in possession of inside information regarding the Company.
In addition, officers, directors, and other members of the Window Group are subject to paragraph 5 above restricting their trading to
window periods and requiring pre-clearance.
You
must promptly report to the chief financial officer and the general counsel any trading in the company’s securities by anyone or
disclosure of inside information by COMPANY personnel that you have reason to believe may violate this Policy or the securities laws
of the United States.
G.
Applicability of U.S. Securities Laws to International Transactions.
All
employees of the Company’ and its subsidiaries are subject to the restrictions on trading in Company securities and the securities
of other companies. The U.S. securities laws may be applicable to the securities of the Company’s subsidiaries or affiliates, even
if they are located outside the United States. Transactions involving securities of PRC, Malaysia, Hong Kong, or Singapore subsidiaries
or affiliates should be carefully reviewed by counsel for compliance not only with applicable PRC, Malaysia, Hong Kong, or Singapore
law but also for possible application of U.S. securities laws.
III.
OTHER LIMITATIONS ON SECURITIES TRANSACTIONS
A.
Public Resales – Rule 144.
The
U.S. Securities Act (the “Securities Act”) requires every person who offers or sells a security to register such transaction
with the SEC unless an exemption from registration is available. Rule 144 under the Securities Act is the exemption typically relied
upon for (i) public resales by any person of “restricted securities” (i.e., unregistered securities acquired in a
private offering or sale) and (ii) public resales by directors, officers and other control persons of a company (known as “affiliates”)
of any of the Company’s securities, whether restricted or unrestricted.
The
exemption in Rule 144 may only be relied upon if certain conditions are met. These conditions vary based upon whether the Company has
been subject to the SEC’s reporting requirements for 90 days (and is therefore a “reporting company” for purposes of
the rule) and whether the person seeking to sell the securities is an affiliate or not.
1.
Holding Period. Restricted securities issued by a reporting company (i.e., a company that has been subject to the SEC’s
reporting requirements for at least 90 days) must be held and fully paid for a period of six months prior to their sale. Restricted securities
issued by a non-reporting company are subject to a one-year holding period. The holding period requirement does not apply to securities
held by affiliates that were acquired either in the open market or in a public offering of securities registered under the Securities
Act. Generally, if the seller acquired the securities from someone other than the Company or an affiliate of the Company, the holding
period of the person from whom the seller acquired such securities can be “tacked” to the seller’s holding period in
determining if the holding period has been satisfied.
2.
Current Public Information. Current information about the Company must be publicly available before the sale can be made. The
Company’s periodic reports filed with the SEC ordinarily satisfy this requirement. If the seller is not an affiliate of the Company
issuing the securities (and has not been an affiliate for at least three months) and one year has passed since the securities were acquired
from the issuer or an affiliate of the issuer (whichever is later), the seller can sell the securities without regard to the current
public information requirement.
Rule
144 also imposes the following additional conditions on sales by persons who are “affiliates.” A person or entity is considered
an “affiliate,” and therefore subject to these additional conditions, if it is currently an affiliate or has been an affiliate
within the previous three months:
3.
Volume Limitations. The amount of debt securities which can be sold by an affiliate during any three-month period cannot exceed
10% of a tranche (or class when the securities are non-participatory preferred stock), together with all sales of securities of the same
tranche sold for the account of the affiliate. The amount of equity securities that can be sold by an affiliate during any three-month
period cannot exceed the greater of (i) one percent of the outstanding shares of the class or (ii) the average weekly reported trading
volume for shares of the class during the four calendar weeks preceding the time the order to sell is received by the broker or executed
directly with a market maker.
4.
Manner of Sale. Equity securities held by affiliates must be sold in unsolicited brokers’ transactions, directly to a market-maker
or in riskless principal transactions.
5.
Notice of Sale. An affiliate seller must file a notice of the proposed sale with the SEC at the time the order to sell is placed
with the broker, unless the amount to be sold neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000. See “Filing
Requirements”.
Bona
fide gifts are not deemed to involve sales of shares for purposes of Rule 144, so they can be made at any time without limitation
on the amount of the gift. Donees who receive restricted securities from an affiliate generally will be subject to the same restrictions
under Rule 144 that would have applied to the donor, depending on the circumstances.
B.
Private Resales.
Directors
and officers also may sell securities in a private transaction without registration. Although there is no statutory provision or SEC
rule expressly dealing with private sales, the general view is that such sales can safely be made by affiliates if the party acquiring
the securities understands he is acquiring restricted securities that must be held for at least six months (if issued by a reporting
company that meets the current public information requirements) or one-year (if issued by a non-reporting company) before the securities
will be eligible for resale to the public under Rule 144. Private resales raise certain documentation and other issues and must be reviewed
in advance by the Company’s General Counsel.
C.
Restrictions on Purchases of Company Securities.
In
order to prevent market manipulation, the SEC adopted Regulation M under the U.S. Exchange Act. Regulation M generally restricts the
Company or any of its affiliates from buying Company stock, including as part of a share buyback program, in the open market during certain
periods while a distribution, such as a public offering, is taking place. You should consult with the Company’s General Counsel,
if you desire to make purchases of Company stock during any period that the Company is making conducting an offering or buying shares
from the public.
D.
Filing Requirements.
1.
Schedule 13D and 13G. Section 13(d) of the Exchange Act requires the filing of a statement on Schedule 13D (or on Schedule 13G,
in certain limited circumstances) by any person or group which acquires beneficial ownership of more than five percent of a class of
equity securities registered under the Exchange Act. The threshold for reporting is met if the stock owned, when coupled with the amount
of stock subject to options exercisable within 60 days, exceeds the five percent limit.
A
report on Schedule 13D is required to be filed with the SEC and submitted to the Company within ten days after the reporting threshold
is reached. If a material change occurs in the facts set forth in the Schedule 13D, such as an increase or decrease of one percent or
more in the percentage of stock beneficially owned, an amendment disclosing the change must be filed promptly. A decrease in beneficial
ownership to less than five percent is per se material and must be reported.
A
limited category of persons (such as banks, broker-dealers and insurance companies) may file on Schedule 13G, which is a much abbreviated
version of Schedule 13D, as long as the securities were acquired in the ordinary course of business and not with the purpose or effect
of changing or influencing the control of the issuer. A report on Schedule 13G is required to be filed with the SEC and submitted to
the Company within 45 days after the end of the calendar year in which the reporting threshold is reached.
A
person is deemed the beneficial owner of securities for purposes of Section 13(d) if such person has or shares voting power (i.e.,
the power to vote or direct the voting of the securities) or dispositive power (i.e., the power to sell or direct the sale of
the securities). A person filing a Schedule 13D or 13G may disclaim beneficial ownership of any securities attributed to him or her if
he or she believes there is a reasonable basis for doing so.
2.
Form 144. As described above under the discussion of Rule 144, an affiliate seller relying on Rule 144 must file a notice of proposed
sale with the SEC at the time the order to sell is placed with the broker unless the amount to be sold during any three-month period
neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000.
Annex
A
Overview
of 10b5-1 Plans
Under
Rule 10b5-1, large stockholders, directors, officers and other insiders who regularly possess material nonpublic information (MNPI) but
who nonetheless wish to buy or sell stock may establish an affirmative defense to an illegal insider trading charge by adopting a written
plan to buy or sell at a time when they are not in possession of MNPI. A 10b5-1 plan typically takes the form of a contract between the
insider and his or her broker.
The
plan must be entered into at a time when the insider has no MNPI about the company or its securities (even if no trades will occur until
after the release of the MNPI). The plan must:
1.
specify the amount, price (which may include a limit price) and specific dates of purchases or sales; or
2.
include a formula or similar method for determining amount, price and date; or
3.
give the broker the exclusive right to determine whether, how and when to make purchases and sales, as long as the broker does so without
being aware of MNPI at the time the trades are made.
Under
the first two alternatives, the 10b5-1 plan cannot give the broker any discretion as to trade dates. As a result, a plan that requests
the broker to sell 1,000 shares per week would have to meet the requirements under the third alternative. On the other hand, under the
second alternative, the date may be specified by indicating that trades should be made on any date on which the limit price is hit. The
affirmative defense is only available if the trade is in fact made pursuant to the preset terms of the10b5-1 plan (unless the terms are
revised at a time when the insider is not aware of any MNPI and could therefore enter into a new plan). Trades are deemed not to have
been made pursuant to the plan if the insider later enters into or alters a corresponding or hedging transaction or position with respect
to the securities covered by the plan (although hedging transactions could be part of the plan itself).
Guidelines
for 10b5-1 Plans
When
can a plan be adopted or amended? Because Rule 10b5-1 prohibits an insider from adopting or amending a plan while in possession
of MNPI, allegations of insider trading despite the existence of a 10b5-1 plan are likely to focus on what was known at the time of plan
adoption or amendment. It is recommended that companies permit an executive to adopt or amend a 10b5-1 plan only when the executive can
otherwise buy or sell securities under the company’s insider trading policy, such as during an open window immediately after the
announcement of quarterly earnings.
Should
a plan impose a waiting period before trading can begin? Because an insider cannot have MNPI when a plan is adopted or amended,
Rule 10b5-1 does not require the plan to include a waiting period before trading can begin. And importantly, including a waiting period
(even a lengthy delay) will not correct the fatal flaw of adopting or amending a plan while in possession of MNPI. Many companies, however,
require 10b5-1 plans to include a waiting period as a matter of risk management, in order to decrease the likelihood of the scrutiny
that can occur when an executive’s trading activity suddenly commences before material news is announced. Practice varies as to
length (anywhere from 10 days to the next open window), although the rationale for including a waiting period is usually stronger when
the period is long enough to be able to say that any information currently in the insider’s possession should either be stale or
public by the time trading commences. This has no bearing on the effectiveness of a 10b5-1 plan, but a longer delay can, as a matter
of optics, help an insider demonstrate that he or she was not motivated to make trades by nonpublic information available at the time
of plan adoption or amendment.
Should
adoption of a plan be announced publicly? Generally speaking, there is no requirement to publicly disclose the adoption, amendment
or termination of a 10b5-1 plan, although in some cases public announcement may be advisable due to the identity of the insider, the
magnitude of the plan, or other special factors. That said, announcing the adoption of a 10b5-1 plan may be a useful way to head off
future public relations issues, since announcing a plan’s adoption prepares the market and should help investors understand the
reasons for insider sales when trades are later reported. If a company decides to announce the adoption of a 10b5-1 plan, we do not generally
recommend disclosing plan details, other than, perhaps, the aggregate number of shares involved; this is to diminish the ability of market
professionals to front-run the insider’s transactions. It is unusual to announce the suspension or termination of a plan.
What
else should we consider when amending or modifying a plan? As noted above, an insider may only modify or amend a 10b5-1 plan
when he or she is not in possession of MNPI. Even if an insider is not in possession of MNPI at the time of amendment, a pattern of amending
or modifying one’s plan raises the question of whether the insider is using the plan as a legitimate tool to diversify his or her
risk exposure and monetize assets, or as a way to opportunistically step in and out of the market. Because Rule 10b5-1 provides an affirmative
defense but not a safe harbor, insiders and their companies should be aware that the effectiveness of the affirmative defense could be
diminished by a pattern of plan amendments and modifications.
Can
a plan be terminated or suspended? Unlike amending a plan, a 10b5-1 plan may legally be terminated before its predetermined end
date even though the insider is in possession of MNPI (although some brokers’ forms prohibit this as a contractual matter). Because
plan sales shortly before the announcement of bad news can generate unwanted attention, an insider may decide to terminate a plan in
the face of an impending negative announcement, even though as a technical matter the affirmative defense would be expected to cover
the sales. On the other hand, terminating a selling plan before an impending positive announcement may raise the suspicion that the insider
is using Rule 10b5-1 as a way to opportunistically time the market, thereby risking the likelihood that his or her future use of the
affirmative defense will be successful.
It
is generally suggested that plan terminations initiated by an insider take place during an open window, absent special circumstances
and approval by the general counsel. It may also make sense for the general counsel to have the ability, but not the responsibility,
to terminate the plan. Plans should also allow for mandatory suspension if legally required, for example due to Regulation M or tax reasons.
How
long should a plan last? In order to minimize the need for early termination, the term of the plan should be carefully weighed
at the outset. An optimal plan term will be long enough to distance the insider, and any current knowledge that he or she may have, from
a particular trade but short enough that it will not require termination should the insider’s financial planning strategies change.
A short “one-off” 10b5-1 plan can appear to be timed to take advantage of MNPI. On the other hand, the longer the plan term,
the greater the likelihood that it will need to be modified or terminated. Most plans tend to have a term of six months to two years.
Should
the company pre-clear or review an executive’s plan? It is generally recommended that the company pre-clear or review a
proposed 10b5-1 plan, which may provide assurance that the plan complies with best practices. Certain companies disallow the third type
of plan (one that gives the broker the right to determine whether, how and when to make purchases) in order to avoid the evidentiary
difficulty associated with proving that the executive did not communicate with the broker with respect to trades under the plan. While
this is not required, this is a prudent option to consider.
In
addition to requiring a 10b-5 plan to be pre-approved by the Company, other limits that are sometimes considered are whether to set a
maximum percentage of holdings that can be subject to a 10b5-1 plan, and rules for setting price floors.
Annex
B
Request
for Approval to Trade in the Securities of AGAPE ATP CORPORATION
To:
Chief Financial Officer / General Counsel
From:__________________________________
Print
Name
I
hereby request approval for myself (or a member of my immediate family or household or a family member whose transactions regarding securities
of AGAPE ATP CORPORATION. are directed by me or are subject to my influence or control) to execute the following transaction relating
to the securities of AGAPE ATP CORPORATION
Type
of transaction (check one):
☐
PURCHASE
☐
SALE
☐
EXERCISE OPTION (AND SELL SHARES)
☐
OTHER
Securities
involved in transaction:__________________________________________
Number
of securities:____________________________________________________
Other
(please explain):___________________________________________________
Name
of beneficial owner if other than yourself:________________________________
Relationship
of beneficial owner to yourself:___________________________________
| Signature:_______________________________ |
Date:_____________________ |
This
Authorization is valid until the earlier of thirty (30) calendar days after the date of this Approval or until the commencement of a
“blackout” period.
| Approved
by:_______________________ |
|
| |
|
| Name:_____________________________ |
|
| |
|
| Date:______________________________ |
Time:
______________ |
Exhibit
99.2
AGAPE
ATP CORPORATION
WHISTLEBLOWER
POLICY
As
adopted October 13, 2023
Procedures
for the Submission of Complaints or Concerns Regarding Financial Statement Disclosures, Accounting, Internal Accounting Controls, Auditing
Matters, or Violations of the Company’s Code of Ethics or Corporate Code of Business Conduct
Section
301 of the Sarbanes-Oxley Act requires the Board of Directors of AGAPE ATP CORPORATION (the “Company”) to establish procedures
for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls,
or auditing matters; and (b) the submission by employee, vendor or customers of the Company and others, on a confidential and anonymous
basis, of concerns regarding questionable accounting or auditing matters.
In
accordance with Section 301, the Company has adopted the following procedures:
I.
The Company shall promptly forward to the Designee any complaints that it has received regarding financial statement disclosures, accounting,
internal accounting controls or auditing matters.
II.
Any employee, vendor or customer of the Company may submit, on a confidential, anonymous basis if the employee, vendor or customer so
desires, any concerns regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations
of the Company’s Code of Business Conduct and Ethics. All such concerns shall be set forth in writing and forwarded in a sealed
envelope to the Designee “To be opened by the Designee only. Being submitted pursuant to the “whistleblower policy”
adopted by the Company.” If an employee, vendor or customer would like to discuss any matter with the Designee, the employee, vendor
or customer should indicate this in the submission and include a telephone number at which he or she might be contacted if the Designee
deems it appropriate. Any such envelopes received by the Company’s General Counsel shall be forwarded promptly and unopened to
the Designee. The Designee shall be the Chairperson of the audit committee.
III.
Following the receipt of any complaints submitted hereunder, the Designee will investigate each matter so reported and take corrective
and disciplinary actions, if appropriate, which may include, alone or in combination, a warning or letter or reprimand, demotion, loss
of merit increase, bonus or stock options, suspension without pay or termination of employment.
IV.
The Designee may enlist employee, vendor or customers of the Company and/or outside legal, accounting or other advisors, as appropriate,
to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing
matters or violation of the Company’s investigation, the Designee shall use reasonable efforts to protect the confidentiality and
anonymity of the complaint.
V.
The Company does not permit retaliation of any kind against employees for complaints submitted hereunder that are made in good faith.
Exhibit
99.6
AGAPE
ATP CORPORATION Announces Pricing of IPO
KUALA
LUMPUR, MALAYSIA / ACCESSWIRE / October 10, 2023 / AGAPE ATP CORPORATION - AGAPE ATP CORPORATION (NASDAQ: ATPC) (“AGAPE ATP”
or the “Company”), an international health and wellness service company, today announced the pricing of its initial public
offering (the “Offering”) of 1,650,000 shares of common stock, at a public offering price of $4 per share for a total of
$6,600,000 of gross proceeds to the Company, before deducting underwriting discounts and offering expenses. The Company has granted the
underwriters a 45-day option to purchase an additional 247,500 shares of common stock representing 15% of the shares sold in the Offering,
solely to cover over-allotments, if any, less underwriting discounts.
The
shares are expected to begin trading on the Nasdaq Capital Market on October 11, 2023, under the ticker symbol “ATPC.” The
Offering is expected to close on October 13, 2023, subject to customary closing conditions.
Network
1 Financial Securities, Inc. is acting as the sole book-running manager for the Offering. Loeb & Loeb LLP is acting as U.S. counsel
to AGAPE ATP, and Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the underwriter with respect to the Offering.
A
registration statement on Form S-1, as amended (File No. 333-239951) relating to the Offering was previously filed with the U. S. Securities
and Exchange Commission (“SEC”) by the Company, and subsequently declared effective by the SEC on September 29, 2023. The
Offering is being made only by means of a prospectus, forming a part of the registration statement. A final prospectus relating to the
Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the
final prospectus related to the Offering may be obtained, when available, from Network 1 Financial Securities, Inc., 2 Bridge Avenue,
Suite 241, Red Bank, New Jersey 07701; Attention Adam Pasholk, email adampasholk@netw1.com or by calling +1 (800) 886-7007.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of
securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.
About
Agape ATP Corporation
AGAPE
ATP CORPORATION is a company primarily operating in ASEAN region that supplies wellness products and health solution advisory services,
including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed to improve the
overall health system of the human body.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates.
You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such
as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,”
“believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes”
or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including:
our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive
environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.
Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made
from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to
risks, uncertainties, and assumptions about us. Actual results may differ materially from those indicated by such forward-looking statements
as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public
offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary
prospectus filed with the SEC. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of
uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time
by us or our representatives might not occur.
Contact
Corporate
Affairs & Investor Relations Department
Email:
ir@agapeatp.com
Tel:
+603-7984 2160
Exhibit
99.7
AGAPE
ATP CORPORATION Announces Closing of $6.6 Million Public Offering and Uplisting to Nasdaq
KUALA
LUMPUR, MALAYSIA / ACCESSWIRE / October 13, 2023 / AGAPE ATP CORPORATION - AGAPE ATP CORPORATION (NASDAQ: ATPC) (“AGAPE ATP”
or the “Company”), an international health and wellness service company, today announced the closing of its previously announced
underwritten public offering (“Offering”) of 1,650,000 shares of common stock, at a public offering price of $4 per share.
The ordinary shares began trading on the Nasdaq Capital Market on October 11, 2023 under the ticker symbol “ATPC.”
The
Company received aggregate gross proceeds of US$6.6 million from the Offering, before deducting underwriting discounts and other related
expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 247,500 ordinary shares
at the public offering price, less underwriting discounts.
Proceeds
from the Offering will be used for research and development (“R&D”) and technological development, expanding operations
into other markets, future vertical and horizontal integrations, strengthening sales and marketing of the Company’s products, and
working capital and general corporate purposes.
Network
1 Financial Securities, Inc. acted as the sole book-running manager for the Offering. Loeb & Loeb LLP acted as U.S. counsel to AGAPE
ATP, and Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the underwriter with respect to the Offering.
The
Offering was conducted pursuant to the Company’s registration statement on Form S-1, as amended (Registration No. 333-239951) that
was previously filed with U.S. Securities and Exchange Commission (“SEC”), and declared effective on September 29, 2023.
A final prospectus relating to the Offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov.
Electronic copies of the final prospectus related to the Offering may be obtained from Network 1 Financial Securities, Inc., 2 Bridge
Avenue, Suite 241, Red Bank, New Jersey 07701; Attention Adam Pasholk, email ATPCIPO@netw1.com or by calling +1 (800) 886-7007
This
press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor
shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About
Agape ATP Corporation
AGAPE
ATP CORPORATION is a company primarily operating in ASEAN region that supplies wellness products and health solution advisory services,
including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed to improve the
overall health system of the human body.
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 find many (but not all)
of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or
other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company
believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
other filings with the SEC.
Contact
Corporate
Affairs & Investor Relations Department
Email:
ir@agapeatp.com
Tel:
+603-7984 2160
v3.23.3
Cover
|
Oct. 10, 2023 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Oct. 10, 2023
|
| Entity File Number |
001-41835
|
| Entity Registrant Name |
AGAPE
ATP CORPORATION
|
| Entity Central Index Key |
0001713210
|
| Entity Tax Identification Number |
36-4838886
|
| Entity Incorporation, State or Country Code |
NV
|
| Entity Address, Address Line One |
1705
– 1708, Level 17, Tower 2
|
| Entity Address, Address Line Two |
Faber Towers
|
| Entity Address, Address Line Three |
Jalan Desa Bahagia
|
| Entity Address, City or Town |
Kuala Lumpur
|
| Entity Address, Country |
MY
|
| Entity Address, Postal Zip Code |
58100
|
| City Area Code |
+(60)
|
| Local Phone Number |
192230099
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Common Stock, par value $0.0001 per share
|
| Trading Symbol |
ATPC
|
| Security Exchange Name |
NASDAQ
|
| Entity Emerging Growth Company |
false
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 3 such as an Office Park
| Name: |
dei_EntityAddressAddressLine3 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionISO 3166-1 alpha-2 country code.
| Name: |
dei_EntityAddressCountry |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Agape ATP (PK) (USOTC:AATP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Agape ATP (PK) (USOTC:AATP)
Historical Stock Chart
From Apr 2023 to Apr 2024
