Exhibit 10.5


 


Tottenham Acquisition I Limited


Unit B, 11F

On Hing Building

1-9 On Hing Terrance

Central, Hong Kong


 


Ladies and Gentlemen:


 


Tottenham Acquisition I Limited (the “Company”),
a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”),
intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with
its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).


 


The undersigned hereby commits that it will
purchase 200,000 units of the Company (“Private Units”), each Private Unit consisting of one ordinary share of the
Company, par value $0.001 per share (the “Ordinary Shares”), one warrant (the “Warrants”) entitling its
holder to purchase one-half (1/2) of one Ordinary Share, and one right to receive one-tenth (1/10) of an Ordinary Share (each a
“Right”), at $10.00 per Private Unit, for a purchase price of $2,000,000 (the “Private Unit Purchase Price”).


 


The undersigned hereby agrees that it will
purchase an additional amount of units of the Company (“Over-Allotment Units”), up to a maximum of 15,000 Over-Allotment
Units, or a maximum purchase price of $150,000 (“Over-Allotment Unit Purchase Price”, together with the Private Unit
Purchase Price, the “Purchase Price”), in the event Chardan Capital Markets, LLC (“Chardan”) exercises
its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement) does not
fall below $10.00 per share for each Ordinary Share sold in the IPO.


 


At least twenty-four (24) hours prior to the
effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase Price to be delivered to Loeb
& Loeb LLP (“Loeb”), counsel for the Company, by wire transfer as set forth in the instructions attached as Exhibit
A to hold in a non-interest bearing account until the Company consummates the IPO.


 


The consummation of the purchase and issuance
of the Private Units shall occur simultaneously with the consummation of the IPO and the consummation of the purchase and issuance
of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of the over-allotment option related to
the IPO. Simultaneously with the consummation of the IPO, Loeb shall deposit the Private Unit Purchase Price, without interest
or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s
public shareholders as described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from
the date of this letter, the Purchase Price (without interest or deduction) will be returned to the undersigned.


 


Each of the Company, and the undersigned acknowledges
and agrees that Loeb is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Units
and Loeb’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Purchase Price
for the Private Units as described above. Loeb shall not be liable to the Company, Chardan or the undersigned or any other person
or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless
Loeb has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify
Loeb against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in
connection with this letter agreement except as a result of its gross negligence or willful misconduct. Loeb may rely and shall
be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and
believed by it to be genuine and to have been signed or presented by the proper party or parties.


 


 


 






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The Private Units and Over-Allotment Units
will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


		·	to vote the Ordinary Shares included in the Private Units and Over-Allotment Units in favor of any proposed Business Combination;



 


		·	not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s Ordinary Shares
sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or
up to 21 months, as applicable), unless the Company provides the holders of Ordinary Shares sold in the IPO with the opportunity
to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s
franchise and income taxes, divided by the number of then outstanding Ordinary Shares sold in the IPO;



 


		·	not to convert any Ordinary Shares included in the Private Units and Over-Allotment Units into the right to receive cash from
the Trust Fund in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions
of the Company’s Amended and Restated Memorandum and Articles of Association, or to tender the Private Units and Over-Allotment
Units in connection with a tender offer conducted prior to the closing of a Business Combination;



 


		·	the undersigned will not participate in any liquidation distribution with respect to the Private Units and Over-Allotment Units
(but will participate in liquidation distributions with respect to any units or Ordinary Shares purchased by the undersigned in
the IPO or in the open market) if the Company fails to consummate a Business Combination;



 


		·	that the Private Units, Over-Allotment Units and underlying securities will not be transferable until after the consummation
of a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors,
advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives
and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified
domestic relations order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no
greater than the price at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection
with the consummation of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms
of the transfer restrictions; and



 


		·	the Private Units and Over-Allotment Units will include any additional terms or restrictions as is customary in other similarly
structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate
the IPO, each of which will be set forth in the Registration Statement.



 


The undersigned acknowledges and agrees that
the purchaser of the Private Units and Over-Allotment


 


Units will execute agreements in form and substance typical for transactions
of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably
acceptable to the undersigned, including but not limited to an insider letter.


 


 


 


 






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The undersigned hereby represents and warrants
that:


 


		(a)	it has been advised that the Private Units and Over-Allotment Units have not been registered under the Securities Act;



 


		(b)	it will be acquiring the Private Units and Over-Allotment Units for its account for investment purposes only;



 


		(c)	it has no present intention of selling or otherwise disposing of the Private Units and Over-Allotment Units in violation of
the securities laws of the United States;



 


		(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933,
as amended;



 


		(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all
persons acting on its behalf concerning the terms and conditions of the offer made hereunder;



 


		(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;



 


		(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or
needed to consummate the transactions contemplated in this letter; and



 


		(h)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.



 


With respect to the Private Units
purchased by any member of FINRA, the holder of such Private Units agrees that, in accordance with FINRA Rule 5110(g)(1), it will
not sell, transfer, assign, pledge or hypothecate in whole or in part any Private Units, Ordinary Shares, warrants or rights underlying
the Private Units, or Ordinary Shares that are issuable pursuant to the rights included in the Private Units (in whole or in part)
or any interest herein, or subject any such securities to any hedging, short sale, derivative or put or call transaction that would
result in the economic disposition of such securities, for a lock-up period of 180 days following the effective date of the Registration
Statement or the commencement of sales in the IPO to anyone other than (i) an underwriter or a selected dealer participating in
the Offering IPO or (ii) any successor, officer or partner of Chardan or of any such underwriter, selected dealer or successor.
Additionally, certain registration rights have been provided with respect to the Private Units purchased by other holders, which
registration rights will at all times be in compliance with FINRA Rule 5110(f)(2)(G)(iii)-(v).


 


 


 


 


 






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This letter agreement constitutes the entire agreement between
the undersigned and the Company with respect to the purchase of the Private Units and Over-Allotment Units, and supersedes all
prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the
same.


 


Very truly yours,


 


NORWICH INVESTMENT LIMITED


 


 


 


By: ___________________________


Name:


Title:


 


Accepted and Agreed:


 


TOTTENHAM ACQUISITION I LIMITED


 


 


 


By: ___________________________


Name: Jason Ma


Title: Chief Executive Officer


 


 


 


 


 


 






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Exhibit A


 


Wire Instructions


 


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