Exhibit 10.1


 


November 7, 2022


 


Huisen Wang


Chief Executive Officer & Chairman of the
Board


Huadi International Group Co., Ltd.


No. 1688 Tianzhong Street, Longwan District


Wenzhou, Zhejiang Province


People’s Republic of China 325025


 


Dear Mr. Wang:


 


This placement agency agreement
(the “Agreement”) constitutes the agreement between Univest Securities, LLC (“Univest” or the “Placement
Agent”) and Huadi International Group Co., Ltd., a Cayman Islands exempted company (the “Company”), pursuant
to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in
connection with the proposed placement (the “Placement”) of 1,000,000 ordinary shares of the Company, par value US$0.0002
per share, and any Additional Shares (as defined in the Purchase Agreement) (the “Securities”). The terms of the Placement
and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively,
the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind
the Company to an obligation to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered
by the Company and the Purchasers in connection with the Placement, including but not limited to the Purchase Agreement (as defined below)
and the Lock-Up Agreements shall be collectively referred to herein as the “Transaction Documents.” The date of the
closing of the Placement shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and
agrees that the Placement Agent’s obligations hereunder are on a “reasonable best efforts” basis only and that the execution
of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful
placement of the Securities or any portion thereof or the success of the Placement Agent’s with respect to securing any other financing
on behalf of the Company. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf
in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the
“Purchase Agreement”) between the Company and such Purchaser in a form reasonably acceptable to the Company and the
Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.
Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.


 






     


     


    

 


SECTION 1. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A. Representations of the
Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by
the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into
this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to,
and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 



1. The Company has prepared
and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3
(Registration No. 333-265882) (as amended, the “Base Registration Statement”) for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the Securities, which registration statement became effective on
October 21, 2022. The “Registration Statement,” as of any time, means such registration statement as amended
by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated
or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time
pursuant to Rule 430A (“Rule 430A”) or Rule 430B under the Securities Act Regulations (“Rule 430B”);
provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended
by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered
the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2)
of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference
therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A or Rule 430B. At the
time of such filing, the Company met the requirements of Form F-3 under the Securities Act. The Registration Statement meets the requirements
set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant
to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission
promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the
Securities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with
respect to the Company required to be set forth therein. Prospectus offering the Shelf Securities in the form first used to confirm sales
of the Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to
Rule 173 under the Securities Act), in the form in which it appears in the Registration Statement is hereinafter called the “Base
Prospectus;” and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to
Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any
reference in this Agreement to the Registration Statements, the Base Prospectus or the Prospectus Supplement shall each be deemed to refer
to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 6 of
Form F-3 which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or
the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed
to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base
Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included,” “described,”
“referenced,” “set forth” or “stated” in the Registration Statements, the Base Prospectus or the Prospectus
Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and
other information which is or is deemed to be incorporated by reference in the Registration Statements, the Base Prospectus or the Prospectus
Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus
or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s
knowledge, is threatened by the Commission.


 


2. The Registration Statement
(and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each
of the Registration Statements and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if
applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Registration Statements, Base Prospectus and the Prospectus Supplement, each
as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations.
Each of the Registration Statement, the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not
contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were
filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations,
and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the
Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents
so filed and incorporated by reference in the Registration Statements, the Base Prospectus, or Prospectus Supplement, when such documents
are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules
and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment
to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate,
a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required
to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant
to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to
be described in the Registration Statements, the Base Prospectus, or Prospectus Supplement, or to be filed as exhibits or schedules to
the Registration Statement, which (x) have not been described or filed as required or (y) will not be filed within the requisite time
period.


 






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3. The Company is eligible
to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing
prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the
Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that
was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities
Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement
Agent, prepare, use or refer to, any free writing prospectus.


 


4. There are no affiliations
with any member firm of The Financial Industry Regulatory Authority (the “FINRA”) among the Company’s officers,
directors or, to the knowledge of the Company, any ten percent (10.0%) or greater shareholder of the Company, except as set forth in the
Registration Statement and SEC Reports.


 


B. Covenants of the Company.
The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration
Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration
Statement (without exhibits), the Registration Statements, the Base Prospectus, and the Prospectus Supplement, as amended or supplemented,
in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers
has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and
sale of the Securities pursuant to the Placement other than the Registration Statements, the Base Prospectus, the Prospectus Supplement,
the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities
Act.


 


SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered
as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the States applicable to the offers
and sales of the Securities by such Placement Agent, (iv) is and will be validly existing under the laws of its place of formation, and
(v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent will promptly notify
the Company in writing of any change in its status as such. The Placement Agent covenants that it will use its reasonable best efforts
to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


 


SECTION 3. COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its designees the following
compensation with respect to the Securities which the Placement Agent is placing:


 


A. A cash fee (the “Cash
Fee”) equal to an aggregate of six percent (6%) of the aggregate gross proceeds raised in the Placement to be paid on the Closing
Date or on each date that Additional Shares are being purchased by the Purchasers.


 


B. Subject to compliance
with FINRA Rule 5110(g), the Company also agrees to reimburse the Placement Agent for all reasonable travel and other out-of-pocket expenses,
including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $125,000. The
Company will reimburse the Placement Agent directly out of the Closing of the Placement. In the event this Agreement shall terminate prior
to the consummation of the Placement, the Placement Agent shall be entitled to reimbursement for actual expenses.


 


D. The Company further
agrees to pay to the Placement Agent, on the Closing Date and on each date that Additional Shares are being purchased by the Purchasers,
a non-accountable expense allowance equal to half a percent (0.5%) of the gross proceeds received by the Company from the sale of the
Securities, by deducting from the net proceeds of the Placement.


 






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E. The Company and the
Placement Agent agree that for a period of twelve (12) months from the Closing Date, whether or not the engagement contemplated under
this Agreement is terminated (other than termination for Cause, as defined below), the Company grants the Placement Agent the right to
provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought
by the Company (such right, the “Right of First Refusal”), which right is exercisable in the Placement Agent’s
sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any
underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private
offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company,
directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer
by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any
merger or consolidation of the Company with another entity. The Placement Agent shall notify the Company of its intention to exercise
the Right of First Refusal within 15 business days following notice in writing by the Company. Any decision by the Placement Agent to
act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for
customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent
and shall be subject to general market conditions. If the Placement Agent declines to exercise to the Right of First Refusal, the Company
shall have the right to retain any other person or persons to provide such services on terms and conditions which are not favorable to
such other person or persons than the terms declined by the Placement Agent. The Right of First Refusal granted hereunder may be terminated
by the Company for “Cause”, which shall mean a material breach by the Placement Agent of this Agreement or a material failure
by the placement Agent to provide the services as contemplated by this Agreement. The services provided by the Placement Agent hereunder
are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including,
without limitation, securityholders, employees or creditors of the Company) as against the Placement Agent or its directors, officers,
agents and employees.


 


F. The Placement Agent
reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination
shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms
thereof require adjustment.


 


SECTION 4. INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination or
expiration of this Agreement.


 


SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and
(ii) the date when either party of this Agreement terminates the engagement according to the terms as set forth in the next sentence (such
date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein
as the “Term”). The Agreement may be terminated at any time by either party upon ten (10) days written notice to the
other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate for any reason
even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and, if within
six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising
activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with
any of the investors contacted by the Placement Agent to the Company during the term of this Agreement, then the Company will pay to the
Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. If the Company reasonably anticipates
that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts
to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions
concerning the Company’s obligations to pay any fees actually earned pursuant to Section 3 hereof, and the provisions concerning
confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification
Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the
Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in
the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information
concerning the Company provided to them by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION 6. PLACEMENT
AGENT INFORMATION. Notwithstanding anything herein to the contrary, if in the course of the Placement Agent’s performance of
due diligence, the Placement Agent deems it necessary to terminate this Agreement, the Placement Agent may do so at any time upon immediate
written notice. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is
for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.


 






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SECTION 7. NO FIDUCIARY
RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not
a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that
the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity
holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder,
all of which are hereby expressly waived.


 


SECTION 8. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries (as defined below) contained
herein and in the Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant
to the provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of the following
additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent. “Subsidiary
or Subsidiaries” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary
of the Company formed or acquired after the date hereof. The term shall also include variable interest entities consolidated in the Company’s
financial statements and subsidiaries of such variable interest entities.


 


A. No stop order suspending
the effectiveness of the Registration Statements shall have been issued and no proceedings for that purpose shall have been initiated
or threatened by the Commission, and any request for additional information on the part of the Commission (to be included in the Registration
Statements, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction
of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall have been timely filed with
the Commission.


 


B. The Placement Agent
shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statements, the Base Prospectus,
the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel
for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to
be stated therein or is necessary to make the statements therein not misleading.


 


C. All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities,
the Registration Statements, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement
and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent,
and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to
pass upon such matters.


 


D. The Placement Agent
shall have completed its due diligence investigation of the Company to the satisfaction of the Placement Agent and its counsel.


 


E. On the Closing Date,
the Placement Agent shall have received:


 


1. the favorable opinion of
Ortoli Rosenstadt LLP, U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Placement
Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent;


 


2. the favorable opinion of
Ogier, Cayman Islands counsel to the Company, addressed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory
to the Placement Agent; and


 


3. the favorable opinion of
Zhejiang Dongou Law Firm, PRC counsel to the Company, addressed to the Placement Agent and the Purchasers, in form and substance reasonably
satisfactory to the Placement Agent.


 


F. On the Closing Date,
the Placement Agent shall have received “comfort” letters from each of TPS Thayer, LLC and Briggs & Veselka Co., as of
each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement
Agent’s counsel.


 






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G. On the Closing Date,
Placement Agent shall have received an Officers’ certificate of the Chief Executive Officer and Chief Financial Officer of the Company,
dated, as applicable, as of the Closing Date, stating that on behalf of the Company and not in an individual capacity that:


 


(i) such officers have examined
the Registration Statement, the Base Prospectus and the Prospectus Supplement, and, in their opinion, the Registration Statement and each
amendment thereto, as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, and the Base Prospectus and the Prospectus
Supplement, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and
did not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they were
made, not misleading,


 


(ii) the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for
such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state
of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed
by the Company hereunder on or prior thereto have been fully performed in all material respects, and


 


(iii) there has not been,
subsequent to the date of the most recent audited financial statements included in the Registration Statement, a material adverse change.


 


H. On the Closing Date,
Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing,
certifying on behalf of the Company and not in an individual capacity: (i) that each of the Company’s organizational documents or
charter documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that
each of the Subsidiaries’ organizational documents 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 relating to the Placement attached
to such certificate are in full force and effect and have not been modified; (iv) the good standing of the Company and each of the Subsidiaries
(except in such jurisdictions where the concept of good standing is not applicable); and (v) as to the incumbency of the officers of the
Company. The documents referred to in such certificate shall be attached to such certificate.


 


I. On the Closing Date,
Placement Agent shall have received a certificate of the Chief Financial Officer of the Company, dated, as applicable, as of the date
of such Closing, certifying certain financial data contained in the Registration Statement, the Base Prospectus and the Prospectus Supplement,
providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Placement
Agent.


 


J. On or before the date
hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered to the Placement Agent, lock-up agreements
from the persons set forth on Exhibit A hereto, dated as of the date hereof, in the form set forth on Exhibit B hereto.


 


K. Neither the Company
nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Registration Statements, the Base Prospectus and the Prospectus Supplement, any loss or interference with its business
from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statements, the Base Prospectus
and the Prospectus Supplement, or (ii) since such date there shall not have been any change in the capital stock or long-term debt of
the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its Subsidiaries,
otherwise than as set forth in or contemplated by the Registration Statements, the Base Prospectus and the Prospectus Supplement, the
effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse
as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated
by the Registration Statements, the Base Prospectus, and Prospectus Supplement.


 


L. The Company’s
Ordinary Shares are registered under the Exchange Act and, as of the Closing Date, the Company has submitted the notification of listing
of additional shares including Ordinary Shares to the Trading Market or other U.S. applicable national exchange and has not received any
information indicating that the such listing of the Ordinary Shares will be rejected and satisfactory evidence of such action shall have
been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating
the registration of the Ordinary Shares under the Exchange Act or delisting or suspending from trading the Ordinary Shares from the Trading
Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission or the
Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 






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M. No action shall have
been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which
would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely
affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or
state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities
or materially and adversely affect or potentially and adversely affect the business or operations of the Company.


 


N. The Company shall
have prepared and filed with the Commission a Report of Foreign Private Issuer on Form 6-K with respect to the Placement, including as
an exhibit thereto this Agreement.


 


O. The Company shall
have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect and shall contain
representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


P. FINRA shall have raised
no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested
by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA
Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection
therewith.


 


Q. On or prior to the
Closing Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain Vstock Transfer LLC as
its transfer agent and registrar or another transfer agent and registrar that is registered with the Commission under Section 17A(c) of
the Securities Exchange Act of 1934, as amended, and authorized, experienced and able to provide such services.


 


R. On or prior to the
Closing Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain, at its expense, TPS
Thayer, LLC as its independent registered accountants or another independent registered accounting firm that is a PCAOB registered auditor
authorized, experienced and able to provide such services, and shall cause such independent registered accounting firm to audit the Company’s
annual financial statements and to review the Company’s interim financial statements during such period.


 


S. Prior to the Closing
Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent
may reasonably request.


 


If any of the conditions specified
in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written
statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this Section 8 shall not be reasonably
satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel, all obligations of the Placement Agent
hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation of the Closing. Notice of such cancellation
shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION 9. GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York without regard
to conflict of laws provisions therein. This Agreement may not be assigned by either party without the prior written consent of the other
party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted
assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection
herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal
Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect
of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce
any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






    7


     


    

 


SECTION 10. ENTIRE
AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any
other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended
or otherwise modified or waived except by an instrument in writing signed by the Placement Agent and the Company. The representations,
warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 11. CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required
by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”)), without the Company’s
prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than
in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information only to its Representatives
(as such term is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informed by
the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential Information”
shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by
the Company to a Placement Agent or its Representatives in connection with such Placement Agent’s evaluation of the Placement. Information
communicated orally or otherwise than in writing, shall only be considered Confidential Information if such information is designated
as being confidential at the time of disclosure (or promptly thereafter) and is reduced in writing and identified to the Placement Agent
as being Confidential Information immediately after the initial disclosure. The term “Confidential Information” will
not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement Agent
or its Representatives in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives
on a non-confidential basis from a third-party, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure
by the Company or any of its Representatives, (iv) is or has been independently developed by a Placement Agent and/or the Representatives
without use of any Confidential Information furnished to it by the Company, or (v) is required to be disclosed pursuant to applicable
legal or regulatory authority. The term “Representatives” shall mean each Placement Agent’s directors, board committees,
officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the
date that the Confidential Information ceases to be confidential and (b) two (2) years from the date hereof. Notwithstanding any of the
foregoing, in the event that the Placement Agent or any of its Representatives is required by Legal Requirement to disclose any of the
Confidential Information, such Placement Agent and its Representatives will furnish only that portion of the Confidential Information
which such Placement Agent or its Representative, as applicable, is required to disclose by Legal Requirement as advised by counsel, and
will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so
disclosed.


 


SECTION 12. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address
specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day
after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on
a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following
the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.


 


SECTION 13. PRESS
ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the
Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website
and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


[Signature Page Follows]


 






    8


     


    

 


Please confirm that the foregoing correctly sets
forth our agreement by signing and returning to Univest the enclosed copy of this Agreement.


 


	 	Univest Securities, LLC
	 	 
	 	By:	/s/ Edric Yi Guo
	 	 	Name:	 Edric Yi Guo
	 	 	Title:	 CEO




 


	 	Address for notice:
	 	75 Rockefeller Center,

 Suite 18C
	 	New York, NY 10019

 Email: yguo@univest.us
	 	 
	 	With a copy to:

         

        Hunter Taubman Fischer & Li LLC 

48 Wall Street, Suite 1100 

New York, NY 10005 

Attention: Ying Li, Esq. 

Email: yli@htflawyers.com





 


Accepted and Agreed to as of


the date first written above:


 


	Huadi International Group Co. Ltd.
	 
	
	By:	/s/ Huisen Wang	 
	 	Name: 	Huisen Wang	 
	 	Title:	Chief Executive Officer	 



 


Address for notice:


Huadi International Group Co., Ltd.


No. 1688 Tianzhong Street, Longwan District


Wenzhou, Zhejiang Province


People’s Republic of China 325025


Attention: Huisen Wang, Chief Executive Officer & Chairman of the
Board


Email: huarui@huaruigroup.com


 


With a copy to:


 


Ortoli Rosenstadt LLP


366 Madison Avenue, Third Floor


New York, NY 10017


Attention: Mengyi “Jason” Ye, Esq.


Email: jye@orllp.legal


 


[Signature Page to Placement Agency Agreement
Between


Huadi International Group Co., Ltd., and Univest
Securities, LLC]


 




     


     


    

 


ADDENDUM A


 


INDEMNIFICATION PROVISIONS


 


In connection with the engagement
of Univest Securities, LLC (the “Placement Agent”) by Huadi International Group Co., Ltd., a Cayman Islands exempted
company (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and
the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees
as follows:


 


1. To the extent permitted
by law, the Company will indemnify the Placement Agent and each of its affiliates, directors, officers, employees and controlling persons
(within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as
amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses
of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Placement
Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s willful misconduct
or gross negligence in performing the services described herein, as the case may be.


 


2. Promptly after receipt
by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent
is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement of such
action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory
to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent
will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement
Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel
to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate
counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that the Company
will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably
withheld.


 


3. The Company agrees to notify
the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding
relating to a transaction contemplated by the Agreement.


 


4. If for any reason the foregoing
indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute
to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand, and the Placement
Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such
losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect
of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred
in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share
of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under
the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


 


5. These Indemnification Provisions
shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the
termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party
under the Agreement or otherwise.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Univest Securities, LLC
	 	 
	 	By:	/s/ Edric Yi Guo
	 	 	Name: 	 Edric Yi Guo
	 	 	Title:	 CEO




 


	 	Address for notice:
	 	75 Rockefeller Center,

 Suite 18C
	 	New York, NY 10019

 Email: yguo@univest.us
	 	 

        With a copy to:

         

        Hunter Taubman Fischer & Li LLC 

48 Wall Street, Suite 1100 

New York, NY 10005 

Attention: Ying Li, Esq. 

Email: yli@htflawyers.com





 


Accepted and Agreed to as of


the date first written above:


 


	Huadi International Group Co. Ltd.
	 
	By: 	 /s/ Huisen Wang	 
	 	Name: 	Huisen Wang	 
	 	Title: 	Chief Executive Officer	 


 


Address for notice:


Huadi International Group Co., Ltd.


No. 1688 Tianzhong Street, Longwan District


Wenzhou, Zhejiang Province


People’s Republic of China 325025


Attention: Huisen Wang, Chief Executive Officer & Chairman of the
Board


Email: huarui@huaruigroup.com


 


With a copy to:


 


Ortoli Rosenstadt LLP


366 Madison Avenue, Third Floor


New York, NY 10017


Attention: Mengyi “Jason” Ye, Esq.


Email: jye@orllp.legal


 


[Signature Page to Indemnification Provisions


Pursuant to Placement Agency Agreement


between Huadi International Group Co., Ltd.,
and Univest Securities, LLC]


 




     


     


    

 


Exhibit A


 


Lock-Up Parties


 


	Name	 	Number of shares beneficially owned	 
	Di Wang	 	 	8,336,000	 
	Jueqin Wang	 	 	1,664,000	 
	Huisen Wang	 	 	0	 
	Qin Li	 	 	0	 
	He “Henry” Huang	 	 	0	 
	Songlin Li	 	 	0	 
	Jiancong Huang	 	 	0	 
	Yongqiang Donghai Limited	 	 	8,336,000	 
	Yongqiang Maituo Limited	 	 	1,664,000	 







 



     


     


    

 


Exhibit B


 


Form of Lock-Up Agreement


 


November 7, 2022


 


Univest Securities, LLC

75 Rockefeller Center, Suite 18C


New York, NY 10019


 


Re: Placement of Huadi International Group Co., Ltd.


 


Ladies and Gentlemen:


 


The undersigned, a holder of securities of Huadi
International Group Co., Ltd., a Cayman Islands exempted company (the “Company”), understands that you are the placement
agent (the “Placement Agent”) named in the placement agency agreement dated November 7, 2022 (the “Placement
Agreement”) between the Placement Agent and the Company, providing for the placement (the “Placement”) of
Ordinary Shares (the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto
filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and
not otherwise defined shall have the meanings set forth for them in the Placement Agreement.


 


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


 


The Lock-Up Period will commence on the date of
this Lock-up Agreement and continue and include the date that is one hundred and twenty (120) days after the closing of the Placement.


 


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


 


In addition, if: (i) the Company issues an earnings
release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-Up Period,
or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen
(16)-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Agreement shall continue
to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the
material news or material event (the “Extension Period”). However, for purposes of clarity, only one Extension Period
may occur.


 






     


     


    

 


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


 


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


 


	 	(i)	as a bona fide gift or gifts,
	 	(ii)	to any trust for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned,
	 	(iii)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement,
	 	(iv)	if the undersigned is a trust, to the beneficiary of such trust,
	 	(v)	by testate or intestate succession,
	 	(vi)	by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, or
	 	(vii)	pursuant to the Placement Agreement;


 


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


 


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


 


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


 


The undersigned understands that if the Placement
Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery
of the Securities to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.


 


The undersigned, whether or not participating
in the Placement, understands that the Placement Agent is proceeding with the Placement in reliance upon this Lock-Up Agreement.


 


This Lock-Up Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Delivery of
a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.


 	Very truly yours,
	   
	
    Signature: _________________________________________

     

    Name (printed): _____________________________________

     

    Title (if applicable): __________________________________

     

    Entity (if applicable): _________________________________