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
February 29, 2024
Date of Report (Date of earliest event reported)
A SPAC I Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands |
|
001-41285 |
|
n/a |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983 |
|
n/a |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (65) 6818-5796
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:
| ☒ |
Written communications pursuant
to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary Shares |
|
ASCA |
|
The Nasdaq Capital Market LLC |
| Warrants |
|
ASCAW |
|
The Nasdaq Capital Market LLC |
| Units, each consisting of one Class A Ordinary Share, no par value, three-fourths (3/4) of one redeemable warrant and one Right to acquire one-tenth (1/10) of one Class A Ordinary Share |
|
ASCAU |
|
The Nasdaq Capital Market LLC |
| Rights |
|
ASCAR |
|
The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Amendments to the Merger Agreement
As previously disclosed in the Current Report
on Form 8-K filed by A SPAC I Acquisition Corp. (the “Company” or “A SPAC I”) with the Securities and Exchange
Commission (the “SEC”) on February 16, 2023 A SPAC I entered into a Merger Agreement dated as of February 15, 2023, as amended
by the First Amendment to Merger Agreement dated as of June 12, 2023 and the Second Amendment to Merger Agreement dated as of December
6, 2023 (the “Merger Agreement”) by and among (i) A SPAC I, (ii) NewGenIvf Limited, a Cayman Islands exempted company (“NewGen”),
(iii) certain shareholders of NewGen (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”),
(iv) A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (the “Purchaser” or “PubCo”),
and (v) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger
Sub”).
On March 1, 2024, ASCA entered into the Third
Amendment to Merger Agreement (the “Third Amendment to Merger Agreement”) with NewGen, PubCo, Merger Sub and the Principal
Shareholders. As described in the Third Amendment to Merger Agreement, the Company shall issue the Commitment Shares for the Initial Tranche
to JAK (as defined below).
The foregoing description of the Third Amendment to Merger Agreement
is qualified in its entirety by reference to the full text of the Third Amendment to Merger Agreement, a copy of which is included as
Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Securities Purchase Agreement
On February 29, 2024, the Company, PubCo, NewGen, the Merger Sub, and
certain buyers named therein led by JAK Opportunities VI LLC (collectively, the “Buyers” or “JAK”) entered into
a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company has agreed to issue and
sell to the Buyers, in a private placement, an aggregate of up to $3,500,000 principal amount of convertible notes (the “Notes”),
consisting of two tranches: (x) an initial tranche (the “Initial Tranche”) of an aggregate principal amount of Notes of up
to $1,750,000 and including an original issue discount of up to aggregate $122,500, and (2) subsequent tranches of an aggregate principal
amount of Notes of up to $1,750,000 and including an original issue discount of up to aggregate $122,500. The Initial Tranche is expected
to occur on the date of the closing of the Business Combination, subject to the terms and conditions set forth in the Securities Purchase
Agreement. Concurrently with each issuance of the Notes, the Buyers will receive a certain amount of ordinary shares of the Purchaser
(the “Commitment Shares”). The Commitment Shares to be issued at the Initial Tranche will be converted from NewGenIvf ordinary
shares issued to JAK in February 2024 and will be equal to 295,000 ordinary shares of the Purchaser, which will be free trading at the
closing of the business combination.
The Notes sold in connection with the Securities
Purchase Agreement are convertible into the Purchaser’s ordinary shares at an initial conversion price calculated by dividing $1,000,000,000
(“Valuation Cap”) by the number of Purchaser’s Class A Ordinary Shares on a fully diluted basis (the “Conversion
Price”). The Notes have an initial maturity date of six (6) months from the issuance date. The Conversion Price is subject to adjustment
from time to time for splits, dividends and similar events. The Conversion Price may also be lowered at the Company's discretion without
limitation.
The Notes bear an interest rate of 12.75% per
annum, payable on the last day of each quarter, except that upon an event of default, the Notes shall accrue interest at the rate of 17.75%
per annum until paid in full. The Notes rank senior to all other existing indebtedness and equity of the Purchaser and are repayable at
maturity at 145% of the principal amount. The Notes are prepayable at 175% of the outstanding principal amount, all outstanding and unpaid
interest and all other amounts owing under the Notes with at least 30 trading days’ written notice.
The Securities Purchase Agreement contains customary
representations, warranties and covenants by, among and for the benefit of the parties, as well as customary indemnification provisions
and standstill restrictions for 180 days after each closing of the Notes on the Purchaser’s additional equity or debt capital raising
without the consent of the Buyers.
The foregoing is only a brief description of the
material terms of the Securities Purchase Agreement and does not purport to be a complete description of the rights and obligations of
the parties thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Securities Purchase
Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and is incorporated herein by reference.
Acknowledgement Agreement
On March 1, 2024, the Company entered into an
acknowledgement agreement (the “Acknowledgement Agreement”) with Chardan Capital Markets, LLC (“Chardan”) and
NewGen related to the deferred underwriting commission owed to Chardan in connection with the Company’s initial public offering.
Pursuant to the Acknowledgement Agreement, the
Company will satisfy the deferred underwriting commission at the closing of the Business Combination with NewGen, by (i) paying One Million
U.S. Dollars (US $1,000,000) in cash to Chardan, (ii) issuing 1,500,000 PubCo Ordinary Shares (the “Additional Representative Shares”),
and (iii) paying Chardan 30% of the gross proceeds from the post-closing financings of the Company, until the deferred underwriting commission
is fully paid within 6 months of the closing. The Acknowledgement Agreement also grants Chardan certain registration rights with respect
to the ordinary shares and sole right of first refusal for future financings of the Company for a period of 12 months following the closing
of the business combination and other considerations not related to ASCA’s business combination with NewGenIvf.
The foregoing is only a brief description of the
material terms of the Acknowledgement Agreement and does not purport to be a complete description of the rights and obligations of the
parties thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Acknowledgement Agreement,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference in this Item 3.02. The unregistered securities described in Item 1.01 were issued
in transactions not involving a public offering.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On March 4, 2024, the Company completed its special
meeting that was originally convened and adjourned on March 1, 2024 (the “Special Meeting”). At the Special Meeting holders
of 2,772,905 ordinary shares of ASCA (the “Ordinary Shares”) were present in person or by proxy, representing 74.41% of the
total Ordinary Shares as of January 4, 2024, the record date for the Special Meeting, and constituting a quorum for the transaction of
business. The proposals listed below are described in more detail in the definitive proxy of ASCA, which was filed with the Securities
and Exchange Commission (the “SEC”) on February 14, 2024 (the “Proxy Statement”), which was first mailed by the
Company to its shareholders on or about February 16, 2024.
At the Special Meeting, the shareholders approved
the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal and the Share Incentive Plan Proposal.
A summary of the voting results at the Special
Meeting is set forth below:
| 1. |
Proposal No. 1 — The Reincorporation Merger Proposal |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
| 2,768,905 | |
4,000 | |
0 | |
0 |
| 2. |
Proposal No. 2 — The Acquisition Merger Proposal |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
| 2,768,905 | |
4,000 | |
0 | |
0 |
| 3. |
Proposal No. 3 — The Nasdaq Proposal |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
| 2,768,905 | |
4,000 | |
0 | |
0 |
| 4. |
Proposal No. 4 — The Share Incentive Plan Proposal |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
| 2,768,905 | |
4,000 | |
0 | |
0 |
The Company plans to close the Business Combination
transaction as soon as possible and will continue to accept reversal of redemption requests until closing.
Item 9.01 Exhibits
| Exhibit No. |
|
Description |
| 2.1 |
|
Third Amendment to Merger Agreement, dated March 1, 2024, by and among the Company, the Purchaser, NewGen, the Principal Shareholders and Merger Sub |
| 10.1 |
|
Securities Purchase Agreement, dated February 29, 2024, by and among the Company, the Purchaser, NewGen, the Buyers and Merger Sub |
| 10.2 |
|
Form of Note between the Purchaser and the Buyers |
| 10.3 |
|
Acknowledgement Agreement, dated March 1, 2024, by and among the Company, NewGen and Chardan |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 6, 2024 |
|
| |
|
| A SPAC I ACQUISITION CORP. |
|
| |
|
| By: |
/s/ Claudius Tsang |
|
| Name: |
Claudius Tsang |
|
| Title: |
Chief Executive Officer and Chief Financial Officer |
|
4
Exhibit 2.1
EXECUTION VERSION
THIRD AMENDMENT TO MERGER AGREEMENT
This THIRD AMENDMENT TO MERGER
AGREEMENT (this “Amendment”), dated as of March __1___, 2024, is entered into by and among (i) NewGenIvf Limited, a
Cayman Islands exempted company (the “Company”), (ii) certain shareholders of the Company (each, a “Principal
Shareholder” and collectively the “Principal Shareholders”), (iii) A SPAC I Acquisition Corp., a British
Virgin Islands business company (“Parent”), (iv) A SPAC I Mini Acquisition Corp., a British Virgin Islands business
company (“Purchaser”) and (v) A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned
subsidiary of Purchaser (the “Merger Sub”).
RECITALS
WHEREAS, the Company, the
Principal Shareholders, Parent, Purchaser and the Merger Sub entered into that certain Merger Agreement dated as of February 15, 2023,
as amended by the First Amendment to Merger Agreement dated as of June 12, 2023, as amended by the Second Amendment to Merger Agreement
dated as of December 6, 2023 (together with the amendments, the “Merger Agreement”);
WHEREAS, Section 14.2 of the
Merger Agreement provides that the Merger Agreement may be amended by a writing signed by each of the Purchaser Parties (prior to the
Reincorporation Effective Time), the Company and the Principal Shareholders;
WHEREAS, the Parent and the
Company have entered into an acknowledgement agreement dated March __1__, 2024 (the “Acknowledgement Agreement”) with
Chardan Capital Markets, LLC (“Chardan”), pursuant to which, among others, Chardan is expected to receive a total of
(i) US $1,000,000 in cash and (ii) 1,500,000 Purchaser Ordinary Shares (the “Representative Shares”);
WHEREAS, the Parent, the Company,
the Purchaser and the Merger Sub have entered into a securities purchase agreement dated February 29, 2024 (the “Securities Purchase
Agreement”) with certain investors named therein (collectively, the “Investors”) whereby, among others, the Investors
are expected to be issued 295,000 Purchaser Class A Ordinary Shares (the “Commitment Shares”) in further consideration
for entry into the Securities Purchase Agreement; and
WHEREAS, the parties hereto
wish to make certain amendments to the Merger Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration
of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning
ascribed to them in the Merger Agreement. |
(a) Section
1.66 of the Merger Agreement is amended and restated in its entirety to read as follows:
“1.66 ‘Registration
Rights Agreement’ means the agreement governing the resale of the Closing Payment Shares and the Additional Closing Shares,
in the form attached hereto as Exhibit D.”
(b) The
following definitions are hereby added in the appropriate place in the Merger Agreement:
“1.10(a) ‘Commitment
Shares’ means 35,500 Company Shares issued to JAK Opportunities VI LLC in connection with a securities purchase agreement dated
February 29 2024 entered into among the Purchaser, the Parent, the Company, the Merger Sub and certain investors named therein.”
| 2.2 | Consideration. Article IV of the Merger Agreement is amended as follows: |
| (a) | Section 4.1(a) of the Merger Agreement is amended and restated in its entirety as follows: |
“(a) Conversion of Ordinary Share.
At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of the Parent, the Purchaser, the Merger
Sub, the Company or the Shareholders of the Company, (i) each Company Share issued and outstanding immediately prior to the Effective
Time (other than the Company Shares issued by the Company following the date of this Agreement (i.e., February 15, 2023) (the “Additional
Shares”), including the Commitment Shares, and the Excluded Shares and Dissenting Shares, each as defined below) shall be canceled
and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Shares for such
number of Company Shares (the “Applicable Per Share Merger Consideration”) as specified on Exhibit B hereto
and (ii) each Additional Share (including Commitment Share) issued and outstanding immediately prior to the Effective Time shall be canceled
and automatically converted into the right to receive the number of Purchaser Class A Ordinary Shares as specified on Exhibit B
(the “Additional Closing Shares”). For avoidance of any doubt, each Shareholder of the Company will cease to have any
rights with respect to the Company Shares, except the right to receive the applicable Purchaser Ordinary Shares pursuant to this Agreement.”
Section 4.1(h) of the Merger Agreement
is amended and restated in its entirety as follows:
“(h) Adjustments. Without
limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective
Time, any change in the outstanding securities of the Company, the Parent Ordinary Shares or the Purchaser Ordinary Shares shall occur
(other than the issuance of additional shares of the Company or Purchaser or Parent as permitted by this Agreement, including, without
limitation, the issuance of the Additional Closing Shares), including by reason of any reclassification, recapitalization, share split
(including a reverse share split), or combination, exchange, readjustment of shares, or similar transaction, or any share dividend or
distribution paid in shares, the Closing Payment Shares and any other amounts payable pursuant to this Agreement shall be appropriately
adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Parent, Purchaser or the Company
to take any action with respect to its securities that is prohibited by the terms of this Agreement.”
| 2.3 | Share Capital. Section 5.5(a) of the Merger Agreement is amended and restated in its entirety as
follows: |
“(a) Share Capital. The
authorized share capital of the Company is $50,000, divided into 5,000,000 ordinary shares of a nominal or par value $0.01 each (the “Company
Shares”), 601,830 of which were issued and outstanding as of the date of this Agreement (i.e., February 15, 2023) and 733,623
of which are issued and outstanding as of the Closing Date. No Company Share is held in its treasury. All of the issued and outstanding
Company Shares have been duly authorized and validly issued, duly registered, are fully paid and non-assessable, and are not subject to
any preemptive rights or have been issued in violation of any preemptive or similar rights of any Person. All of the issued and outstanding
Company Shares are owned legally and beneficially by the Persons set forth on Exhibit B. The only Company Shares that will be issued
and outstanding immediately after the Closing will be the Company Shares owned by the Purchaser. No other class in the share capital of
the Company is authorized or issued or outstanding.”
| 2.4 | Amendment of Exhibit B of the Merger Agreement. The information set forth on Exhibit B of
the Merger Agreement is deleted and replaced in its entirety with the information set forth on Annex 1 attached hereto. |
| 3. | No Other Amendments; Effect of Amendment. Except for the amendments expressly set forth in this
Amendment, the Merger Agreement shall remain unchanged and in full force and effect. This Amendment shall form a part of the Merger Agreement
for all purposes, and the parties thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties
hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby. This Amendment shall
be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto. |
| 4. | Incorporation by Reference. Each of the provisions under Article XII (Dispute Resolution), Section
14.8 (Governing Law) and Section 14.9 (Counterparts; Facsimile Signatures) of the Merger Agreement shall be incorporated into this Amendment
by reference as if set out in full herein, mutatis mutandis. |
| 5. | Further Assurance. Each party hereto shall execute and deliver such documents and take such action,
as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate the transactions
and matters contemplated by this Amendment. |
[The remainder of this page intentionally left
blank; signature pages to follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the day and year first above written.
| |
Parent: |
| |
|
| |
A SPAC I ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Claudius Tsang |
| |
|
Name: |
Claudius Tsang |
| |
|
Title: |
CEO |
| |
Purchaser: |
| |
|
| |
A SPAC I MINI ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Claudius Tsang |
| |
|
Name: |
Claudius Tsang |
| |
|
Title: |
Authorised signatory |
| |
Merger Sub: |
| |
|
| |
A SPAC I MINI SUB ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Claudius Tsang |
| |
|
Name: |
Claudius Tsang |
| |
|
Title: |
Authorised signatory |
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the day and year first above written.
| |
Company: |
| |
|
| |
NewGenIvf Limited |
| |
|
| |
By: |
/s/ Alfred Siu |
| |
|
Name: |
Alfred Siu |
| |
|
Title: |
Director |
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the day and year first above written.
| |
Principal Shareholders: |
| |
|
| |
By: |
/s/ Siu Wing Fund, Alfred |
| |
|
Siu Wing Fund, Alfred |
| |
|
|
| |
By: |
/s/ Fong Hei Yue, Tina |
| |
|
Fong Hei Yue, Tina |
| |
|
|
ANNEX 1
EXHIBIT B
Merger Consideration
7
Exhibit
10.1
SECURITIES PURCHASE
AGREEMENT
This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of February _29_ 2024, is by and among A SPAC I Mini Acquisition Corp., a
company organized under the laws of the British Virgin Islands (the “Company”), each of the investors listed on the
Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”), A SPAC
I Acquisition Corp., a company organized under the laws of the British Virgin Islands (the “Parent”), NewGenIvf Limited,
a Cayman Islands exempted company (“NewGenIvf”) and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted
company and wholly-owned subsidiary of the Company (“Merger Sub”).
RECITALS
A. The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
B. Pursuant
to the terms of a Merger Agreement dated as of February 15, 2023, and as subsequently amended from time to time, a business combination
between Parent and NewGenIvf will be effected in two steps: (i) Parent will merge with and into the Company, with Company remaining as
the surviving publicly traded entity; and (ii) Merger Sub will be merged with and into NewGenIvf resulting in NewGenIvf being a wholly-owned
subsidiary of the Company (collectively, the “Business Combination”).
C. The Company has authorized
a new series of convertible notes of the Company, in the aggregate original principal amount of up to USD$ 3,500,000.00, substantially
in the form attached hereto as Exhibit A (the “Notes”), which Notes shall be convertible into Ordinary
Shares (as defined below) (the Ordinary Shares issuable pursuant to the terms of the Notes, including, without limitation, upon conversion
or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Notes. “Ordinary
Shares” means (x) the Company’s Class A ordinary shares having no par value per share, and (y) any share capital into
which such Class A ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares.
E. Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, a Note in the aggregate
original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.
F. As
further consideration for entering into this Agreement each Buyer who purchases a Note hereunder shall be issued a pro-rata portion of
up to 590,000 Ordinary Shares (the “Commitment Shares”) in proportion to the initial principal amount of each Note
purchased by such Buyer as provided further herein.
G. At the initial Closing,
the parties hereto shall execute and deliver a Registration Rights Agreement, in a form acceptable to the Lead Buyer (the “Registration
Rights Agreement”), pursuant to which the Company shall agree to provide certain registration rights with respect to the Registrable
Securities (to be defined in the Registration Rights Agreement), under the 1933 Act and the rules and regulations promulgated thereunder,
and applicable state securities laws.
H. The
Notes, the Conversion Shares, and the Commitment Shares are collectively referred to herein as the “Securities.”
AGREEMENT
NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each Buyer hereby agree as follows:
1. PURCHASE
AND SALE OF NOTES.
(a) Purchase
of Notes . Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue
and sell to each Buyer, and each Buyer shall purchase from the Company, Notes, in an amount up to the principal amount set forth on the
signature page hereto executed by such Buyer. Subject to the terms and conditions set forth herein, the sale and purchase of Notes shall
be in conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an
initial tranche (the “Initial Tranche”) of an aggregate principal amount of Notes of up to One Million Seven Hundred
Fifty Thousand and zero/100 United States Dollars (USD$ 1,750,000.00) and including an original issue discount of up to aggregate One
Hundred Twenty-Two Thousand Five Hundred and zero/100 Dollars (USD$122,500.00), to cover the Buyers’ accounting fees, due diligence
fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection
with such Tranche, and (y) and subsequent Tranches of an aggregate principal amount of Notes of up to One Million Seven Hundred Fifty
Thousand and zero/100 United States Dollars (USD$ 1,750,000.00) and including an original issue discount of up to aggregate One Hundred
Twenty-Two Thousand Five Hundred and zero/100 Dollars ($122,500.00), to cover the Buyers’ accounting fees, due diligence fees, monitoring,
and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with each such Tranches.
For purposes of this Agreement and the other Transaction Documents, the principal amount of a Note, shall be referred to as, the “Principal
Amount and the original issue discount of a Note shall be referred to as, the “OID”. The purchase price of a Note
shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented
by such Note (a “Purchase Price”).
(b) Closings.
Each sale of Notes in a Tranche shall occur in one or more closing (each, a “Closing”) with the date upon which such
Closing shall occur being referred to as, a “Closing Date”, and more specifically as follows:
(i) Initial
Tranche. Subject to the terms and conditions set forth herein, the Closing of the Initial Tranche shall occur on the date of the final
consummation of the Business Combination.
(ii) Subsequent
Tranches. Subject to the terms and conditions set forth herein, the Closing of any subsequent Tranche (each, a “Subsequent
Tranche”) shall occur on such date as the Lead Buyer shall determine, if at all; provided, however, that the Closing of the
Subsequent Tranches shall only occur after the date of the final consummation of the Business Combination.
(c) Form
of Payment. On the applicable Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer,
the amounts withheld pursuant to Section 4(g)) to the Company for the Notes to be issued and sold to such Buyer at the applicable
Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the
Company shall deliver to each Buyer a Note in the aggregate original principal amount as is set forth opposite such Buyer’s name
in column (3) of the Schedule of Buyers.
(d) Commitment
Shares. Concurrently with each Closing the Company shall issue or cause to have been issued a number of Commitment Shares to each
Buyer equal to the Principal Amount of such Buyer’s Note purchased in such Closing multiplied by 0.168571429 (rounded up to the
nearest whole share); provided that in connection with only the Commitment Shares issuable in respect of the Initial Tranche such Commitment
Shares will be issued without restrictive legend and shall be as of their receipt by such Buyer able to be sold, assigned or transferred
pursuant to a then effective registration statement or in compliance with Rule 144 in the opinion of counsel to the Company.
2. BUYER’S
REPRESENTATIONS AND WARRANTIES.
Each Buyer, severally and
not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each Closing Date,
as applicable:
(a) Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
(as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.
(b) No
Public Sale or Distribution. Such Buyer is acquiring its Note as principal for its own account and not with a view towards, or for
resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales
registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make
any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose
of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933
Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the
Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
and any Governmental Entity (as defined below) or any department or agency thereof.
(c) Accredited
Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.
(d) Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth
and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire
the Securities.
(e) Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if
any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations
conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely
on the Company’s representations and warranties contained herein. Such Buyer has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
(f) No
Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(g) Transfer
or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities
have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the
Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned
or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company
with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act
(or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule
144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities
under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term
is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC
promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the
1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing,
the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities
and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting
a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company
pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section
2(g).
(h) Validity;
Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on
behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance
with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.
(i) No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and the consummation
by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of
such Buyer, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the
ability of such Buyer to perform its obligations hereunder.
(j) Residency.
Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers.
3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
The Company represents and
warrants to each of the Buyers that, as of each Closing Date, as applicable:
(a) Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good standing
under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to
carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries
is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified
or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement,
“Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations
(including results thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, (ii)
the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered
into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of
their respective obligations under any of the Transaction Documents (as defined below). “Subsidiaries” means any Person
in which the Company, directly or indirectly, (I) owns any of the outstanding share capital or holds any equity or similar interest of
such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and each of the
foregoing, is individually referred to herein as a “Subsidiary.”
(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement
and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the
requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution
and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance of the Conversion
Shares) have been duly authorized by the Company’s board of directors, and (other than the filing with the SEC of one or more Registration
Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC (if deemed necessary) and any
other filings as may be required) no further filing, consent or authorization is required by the Company, its board of directors or shareholders
or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to each Closing,
duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited
by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Registration
Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered
into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended
from time to time.
(c) Issuance
of Securities. The issuance of the Notes and Commitment Shares is duly authorized and upon issuance in accordance with the terms of
the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages,
defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
“Liens”) with respect to the issuance thereof. Upon issuance or conversion in accordance with the Notes, the Conversion
Share when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect
to the issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Subject to the accuracy of
the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt
from registration under the 1933 Act. The Company is not generally in the business of trading in, or advising on, securities.
(d) No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Commitment Shares and
the Conversion Shares and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Articles (as
defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate
of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its
Subsidiaries, or any share capital or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its
Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation,
foreign, federal and state securities laws and regulations, and the rules and regulations of the Nasdaq Capital Market (the “Principal
Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any
of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.
(e) Consents.
Except as otherwise disclosed to the Buyer, neither the Company nor any Subsidiary is required to obtain any consent from, authorization
or order of, or make any filing or registration with (other than the filing with the SEC of one or more Registration Statements in accordance
with the requirements of the Registration Rights Agreement, a Form D (if deemed to be necessary) with the SEC and any other filings as
may be required by any state securities agencies), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency
or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction
Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company or is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to
each Closing Date, and the Company is not aware of any facts or circumstances which might prevent the Company from obtaining or effecting
any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements
of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the
Ordinary Shares in the foreseeable future. “Governmental Entity” means any nation, state, county, city, town, village,
district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental
or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court
or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial,
legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any
entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.
(f) Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and
that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in
Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the
Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)).
The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice
given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer
that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent
evaluation by the Company and its representatives.
(g) No
General Solicitation; No Placement Agent’s Fees. Neither the Company, nor any of its affiliates, nor any Person acting on its
or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection
with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising
out of the transactions contemplated hereby in connection with the sale of the Securities. The Company shall pay, and hold each Buyer
harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising
in connection with any such claim.
(h) No
Integrated Offering. Except as otherwise disclosed to the Buyer, none of the Company or any of its affiliates, nor any Person acting
on 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 require registration of the issuance of any of the Securities under the 1933 Act, whether through integration
with prior offerings or otherwise, or cause this offering of the Securities to require approval of shareholders of the Company under any
applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market or
any other exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation.
None of the Company, its affiliates nor any Person acting on their behalf will take any action or steps that would require registration
of the issuance of any of the Securities under the 1933 Act or the filing of a prospectus or cause the offering of any of the Securities
to be integrated with other offerings of securities of the Company.
(i) Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The
Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with
this Agreement and the Notes, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other shareholders of the Company.
(j) Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including, without limitation,
any distribution under a rights agreement), shareholder rights plan or other similar anti-takeover provision under the Articles, Bylaws
or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable
to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance
of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action,
if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership
of Ordinary Shares or a change in control of the Company.
(k) SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has filed all reports, schedules,
forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)
except as disclosed to and permitted by the SEC. The Company has delivered or has made available to the Buyers or their respective representatives
true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements
of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have
been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually
or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon
facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by
the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company
in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers which is not
included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the
disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary
in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. As of the
date of the Business Combination, the Company is not currently contemplating to amend or restate any of the financial statements (including,
without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents
(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the
Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance
with GAAP or IFRS, as applicable, and the rules and regulations of the SEC, except that any unaudited financial statements among the SEC
Documents may be revised by the Company’s auditors. The Company has not been informed by its independent accountants that they recommend
that Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the
Financial Statements.
(l) Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements disclosed in the SEC Documents,
there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations
(including results thereof), condition (financial or otherwise) or prospects of the Company or any of its material Subsidiaries except
as disclosed by the Company publicly or disclosed to the Buyer. Since the date of the Company’s most recent audited financial statements
contained in the Registration Statement on Form F-4, neither the Company nor any of its Subsidiaries, has (i) declared or paid any dividends,
(ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures,
individually or in the aggregate, outside of the ordinary course of business except to the extent that such event would not have a Material
Adverse Effect or except as disclosed by the Company publicly or disclosed to the Buyer. Neither the Company nor any of its material Subsidiaries
has sought protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or
winding up, nor does the Company or any of its material Subsidiary have any knowledge that any of their respective creditors intend to
initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company
and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated
hereby to occur at after the applicable Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent”
means, with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s
and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness
(as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they
will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary,
individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less
than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to
pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured
or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond
its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in
any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s
remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted.
(m) No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists,
or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses,
properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required
to be disclosed by the Company under applicable securities laws on a registration statement on Form F-1 filed with the SEC relating to
an issuance and sale by the Company of its Ordinary Shares and which has not been publicly announced, (ii) could have a material adverse
effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.
(n) Regulatory
Permits. Neither the Company nor any of its material Subsidiaries, is in violation of any term of or in default under its Articles,
any certificate of designation, preferences or rights of any other outstanding series of preferred shares of the Company or any of its
Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association,
Articles or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries, is in violation of
any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and
neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for
possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality
of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market. As of the
applicable Closing (i) the Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary
Shares has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral,
from the SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market. The Company
and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary
to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have,
individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment,
judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries
is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of
the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business
by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have
not had and would not reasonably be expected to have a Material Adverse Effect on the Company.
(o) Foreign
Corrupt Practices. To the knowledge of the Company, neither the Company, nor any of the Company’s subsidiary or any director,
officer, agent, employee, nor any other person acting for or on behalf of the foregoing (individually and collectively, a “Company
Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery
or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered,
given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or
was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or
indirectly, to any Government Official, for the purpose of:
(i) (A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do
or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official
to influence or affect any act or decision of any Governmental Entity, or
(ii) assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.
(p) Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002,
as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.
(q) Transactions
With Affiliates. To the knowledge of the Company, no current or former employee, partner, director, officer or shareholder (direct
or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof,
or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, except as
disclosed in the SEC Documents,(i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement
or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring
payments to, any such director, officer or shareholder or such associate or affiliate or relative Subsidiaries (other than for ordinary
course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of
an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company
or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common equity of a company whose securities
are traded on or quoted through an Eligible Market (as defined in the Notes)), nor does any such Person receive income from any source
other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue
to the Company or its Subsidiaries. No employee, officer, shareholder or director of the Company or any of its Subsidiaries or member
of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries
indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services
rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits
made generally available to all employees or executives (including share option agreements outstanding under any share option plan approved
by the Board of Directors of the Company).
(r) Equity
Capitalization.
(i) Authorized
and Outstanding Share Capital. As of the date of the Business Combination, 100,000,000 Ordinary Shares are authorized, and no shares
are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes) exercisable or exchangeable for,
or convertible into, Ordinary Shares except as disclosed in the SEC Documents or to the Buyer. No Ordinary Shares are held in the treasury
of the Company. “Convertible Securities” means any share capital or other security of the Company or any of its Subsidiaries
that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise
entitles the holder thereof to acquire, any share capital or other security of the Company (including, without limitation, Ordinary Shares)
or any of its Subsidiaries.
(ii) Valid
Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be,
validly issued and are fully paid and nonassessable. Schedule 3(r)(ii) sets forth the number of Ordinary Shares that are (A) reserved
for issuance pursuant to Convertible Securities (as defined below) (other than the Notes) and (B) that are, as of the date hereof, owned
by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers,
directors and holders of at least 10% of the Company’s issued and outstanding Ordinary Shares are “affiliates” without
conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
Except as disclosed in Schedule 3(r)(ii), no Person owns 10% or more of the Company’s issued and outstanding Ordinary Shares (calculated
based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have
been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including
“blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities
laws).
(iii) Existing
Securities; Obligations. Except as disclosed in the SEC Documents and on Schedule 3(r)(iii): (A) none of the Company’s or any
Subsidiary’s shares, interests or share capital is subject to preemptive rights or any other similar rights or Liens suffered or
permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests
or share capital of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital of the Company or any of its
Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital of the Company or any of its Subsidiaries;
(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any
of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities
or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security
of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any share appreciation rights
or “phantom share” plans or agreements or any similar plan or agreement.
(iv) Organizational
Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Articles of Incorporation
and amendments thereto as in effect on the date hereof (the “Articles”), and the terms of all Convertible Securities
and the material rights of the holders thereof in respect thereto.
(s) Indebtedness
and Other Contracts. Except as disclosed, neither the Company nor any of its Subsidiaries, (i) has any outstanding debt securities,
notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any
of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement
or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could
reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts
filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract,
agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the
aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the
performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so
disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective
businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement:
(x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases”
in accordance with GAAP or IFRS, as applicable) (other than any accounts payable or trade payables entered into in the ordinary course
of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds
and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations
so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets
acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement
which, in connection with GAAP or IFRS, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all
indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by
any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness,
and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through
(G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or
otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose
or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability
that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of
such liability will be protected (in whole or in part) against loss with respect thereto.
(t) Litigation.
Except as disclosed in the SEC Documents or in Schedule 3(t) there is no action, suit, arbitration, proceeding, inquiry or investigation
before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending against
the Company or any of its Subsidiaries, the Ordinary Shares or any of the Company’s or its Subsidiaries’ officers or directors,
whether of a civil or criminal nature or otherwise, which is relevant to the operations of the Company, in their capacities as such, except
as set forth in Schedule . No director, officer or employee of the Company or any of its subsidiaries has willfully violated
18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has
not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company,
any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued
any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the
1934 Act. After reasonable inquiry of its employees, the Company is not aware of any fact which might result in or form the basis for
any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject
to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.
(u) Insurance.
To the knowledge of the Company, neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied
for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to obtain insurance coverage as
and when such coverage may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
(v) Employee
Relations. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is a party to any collective bargaining
agreement or employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries
has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate
such officer’s employment with the Company or any such Subsidiary. No current (or former) executive officer or other key employee
of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any
restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may be) does not
subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries
are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices
and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(w) Title.
(i) Real
Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other
interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the
Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to any rights
of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) liens for current
taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property
subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company or any of its Subsidiaries.
(ii) Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible
personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its
Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment
are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in
need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s
and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to applicable Closing. Each of the Company
and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet
due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.
(x) Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service
marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor
(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed
to be conducted, except, in each case, to the extent that would not have a Material Adverse Effect. none of the Company’s Intellectual
Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned,
within three years from the date of this Agreement, except, in each case, to the extent that would not have a Material Adverse Effect.
The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others.
There is no claim, action or proceeding being made or brought, against the Company or any of its Subsidiaries regarding its Intellectual
Property Rights except where such claim, action or proceeding would not result in a Material Adverse Effect. Neither the Company nor any
of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions
or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value
of all of their Intellectual Property Rights.
(y) Environmental
Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below), (B) have
received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses
(A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.
(i) No
Hazardous Materials:
(A) have
been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental
Laws; or
(B) are
present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any
Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental
Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.
(ii) Neither
the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise
located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.
(iii) None
of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)
list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.
(z) Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable
law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.
(aa) Tax Status.
The Company and each of its material Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply, except, in each case, as would not have a Material Adverse
Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction.
(bb) Internal Accounting
and Disclosure Controls. Except as disclosed in the SEC Documents, the Company maintains internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and
liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s
general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets
and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Except as disclosed in the SEC
Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that
are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934
Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without
limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it
files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive
officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.
(cc) Off Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated
or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that
otherwise could be reasonably likely to have a Material Adverse Effect.
(dd) Investment Company
Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”
an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms
are defined in the Investment Company Act of 1940, as amended.
(ee) Reserved.
(ff) Manipulation of
Price. Neither the Company nor, to the knowledge of the Company, no Person acting on its behalf has, directly or indirectly, (i) taken
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any
of the Securities, (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities
of the Company or any of its Subsidiaries.
(gg) Reserved.
(hh) Money Laundering.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable
U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders
and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224
of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.
(ii) Management.
Except as set forth in Schedule 3(ii) hereto, during the past five year period, to the knowledge of the Company, no current
or former officer or director or, to the knowledge of the Company, no current ten percent (10%) or greater shareholder of the Company
or any of its Subsidiaries, has been the subject of:
(i) a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or
similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing
of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within
two years before the time of the filing of such petition or such appointment;
(ii) a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate
to driving while intoxicated or driving under the influence);
(iii) any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining any such person from, or otherwise limiting, the following activities:
(1) Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with
such activity;
(2) Engaging
in any particular type of business practice; or
(3) Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities
laws or commodities laws;
(iv) any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be
associated with persons engaged in any such activity;
(v) a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation
or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended
or vacated; or
(vi) a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.
(jj) No Disagreements
with Accountants and Lawyers(b) . There are no material disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company
is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any
of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with
its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to
believe that it will need to restate any such financial statements or any part thereof.
(kk) No Disqualification
Events(c) . With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation
D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together,
“Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers
a copy of any disclosures provided thereunder.
(ll) Other Covered Persons(d) .
The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyers
or potential purchasers in connection with this Transaction.
(mm) No Additional Agreements.
The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction
Documents other than as specified in the Transaction Documents..
(nn) Ranking of Notes.
Other than Permitted Indebtedness (as defined in the Notes) secured by Permitted Liens (as defined in the Notes), if any, no Indebtedness
of the Company, at the applicable Closing, will be senior to, or pari passu with, the Notes in right of payment, whether with respect
to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise.
(oo) Cybersecurity.
To the knowledge of the Company, the Company and its Subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for,
and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries
as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants
that would reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries
have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data”
means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification
number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any
information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended;
(iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU
2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability
and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);
and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection
or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each
case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The
Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.
(pp) Compliance with
Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable state and
federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have
taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, (collectively, the “Privacy Laws”)
except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. To ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate
steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and
security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The
Company and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules
or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or
in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company further certifies that neither
it nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation
of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice;
(ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to
any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.
(qq) Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel
with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company
or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities
of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions
contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is
true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information
furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with
this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date
on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Each press release issued by the Company or any of its Subsidiaries during the six (6) months preceding the date of this Agreement did
not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No
event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business,
properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable
law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been
so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries
and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial
projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized
that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered
by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees
that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in Section 2.
4. COVENANTS.
(a) Best
Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by
it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder
and conditions to be satisfied by it as provided in Section 7 of this Agreement.
(b) Form
D and Blue Sky. The Company shall file a Form D with respect to the Securities if and as required under Regulation D within ten (10)
days of each Closing Date and provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before each Closing
Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the
Securities for sale to the Buyers at the applicable Closing pursuant to this Agreement under applicable securities or “Blue Sky”
laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action
so taken to the Buyers on or prior to each Closing Date. Without limiting any other obligation of the Company under this Agreement, the
Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities
laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company
shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering
and sale of the Securities to the Buyers.
(c) Reporting
Status. Until the date on which the Buyers shall have sold all of the Registrable Securities (the “Reporting Period”),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would
no longer require or otherwise permit such termination.
(d) Use
of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes, including but not limited
to any payment with respect to accounts payable, but not, directly or indirectly, for (i) except for expenses relating to the Business
Combination, the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any
securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.
(e) Financial
Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during the
Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system,
within two (2) Business Days after the filing thereof with the SEC, a copy of its Annual Report on Form 20-F, Report of Foreign Issuer
on Form 6-K, any other interim reports or any consolidated balance sheets, income statements, shareholders’ equity statements and/or
cash flow statements for any period other than annual, any Report of Foreign Issuer on Form 6-K and any registration statements (other
than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through EDGAR
or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), within one (1) Business Day after the
release thereof, e-mail copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are
filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), copies
of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the
making available or giving thereof to the shareholders.
(f) Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable Securities upon
each national securities exchange and automated quotation system, if any, in accordance with the Registration Rights Agreement upon which
the Ordinary Shares are then listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall
maintain such listing or designation for quotation (as the case may be) of all Registrable Securities from time to time issuable under
the terms of the Transaction Documents on such national securities exchange or automated quotation system. The Company shall maintain
the Ordinary Shares listing or authorization for quotation (as the case may be) on the Principal Market, The New York Stock Exchange,
the NYSE American, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”). The Company
shall not take any action which could be reasonably expected to result in the delisting or suspension of the Ordinary Shares on an Eligible
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f). The Company
hereby grants to the Buyer the piggyback registration rights set forth in the Registration Rights Agreement.
(g) Fees.
The Company shall reimburse the lead Buyer an amount not more than $75,000 ($25,000 of which has already been advanced to the Lead Buyer)
for all reasonable and accountable costs and expenses incurred by it or its affiliates in connection with the structuring, documentation,
negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all
reasonable legal fees of outside counsel and disbursements of Lucosky Brookman LLP, counsel to the lead Buyer, any other reasonable fees
and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction
Documents and due diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) and shall
be withheld by the lead Buyer from its Purchase Price at the initial Closing. Except as otherwise set forth in the Transaction Documents,
each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.
(h) Pledge
of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the
Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is
secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,
and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any
delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof;
provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect
a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a
pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.
(i) Disclosure
of Transactions and Other Material Information.
(i) Disclosure
of Transaction. On or before 9:00 a.m., New York time, on or prior to the first (1st) Business Day after the initial Closing Date,
the Company shall file a Report of Foreign Issuer on Form 6-K describing all the material terms of the transactions contemplated by the
Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation,
this Agreement (and all schedules to this Agreement), the form of Notes, and the form of the Registration Rights Agreement) (including
all attachments, the “6-K Filing”). From and after the filing of the 6-K Filing, the Company shall have disclosed all
material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the filing of the 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any
agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates,
employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
(ii) Limitations
on Disclosure. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide
any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without
the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event
of a breach of any of the foregoing covenants, including, without limitation, Section 4(n) of this Agreement, or any of the covenants
or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other
remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a
press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the
prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No
Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees,
affiliates, shareholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information
to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality
with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the
Company, nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby;
provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release
or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith
and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the
Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent
of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not disclose the name
of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary
and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have
(unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the
Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty
of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company
or any of its Subsidiaries.
(iii) Other
Confidential Information. Disclosure Failures; Disclosure Delay Payments. In addition to other remedies set forth in this Section
4(i), and without limiting anything set forth in any other Transaction Document, at any time after the initial Closing Date if the Company,
any of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides any Buyer with material non-public
information relating to the Company or any of its Subsidiaries (each, the “Confidential Information”), the Company
shall, on or prior to the applicable Required Disclosure Date (as defined below), publicly disclose such Confidential Information on a
Report of Foreign Issuer on Form 6-K or otherwise (each, a “Disclosure”). From and after such Disclosure, the Company
shall have disclosed all Confidential Information provided to such Buyer by the Company or any of its Subsidiaries or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees
or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event that the
Company fails to effect such Disclosure on or prior to the Required Disclosure Date and such Buyer shall have possessed Confidential Information
for at least ten (10) consecutive Trading Days (each, a “Disclosure Failure”), then, as partial relief for the damages
to such Buyer by reason of any such delay in, or reduction of, its ability to buy or sell Ordinary Shares after such Required Disclosure
Date (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such Buyer an
amount in cash equal to two percent (2%) of the aggregate principal of Notes purchased by such Buyer hereunder (each, a “Disclosure
Delay Payment Date”): (i) on the date of such Disclosure Failure and (ii) on every thirty (30) day anniversary such Disclosure
Failure until the earlier of (x) the date such Disclosure Failure is cured and (y) such time as all such non-public information provided
to such Buyer shall cease to be Confidential Information (as evidenced by a certificate, duly executed by an authorized officer of the
Company to the foregoing effect) (such earlier date, as applicable, a “Disclosure Cure Date”). Following the initial
Disclosure Delay Payment for any particular Disclosure Failure, without limiting the foregoing, if a Disclosure Cure Date occurs prior
to any thirty (30) day anniversary of such Disclosure Failure, then such Disclosure Delay Payment (prorated for such partial month) shall
be made on the second (2nd) Business Day after such Disclosure Cure Date. The payments to which a Buyer shall be entitled pursuant to
this Section are referred to herein as “Disclosure Delay Payments.” In the event the Company fails to make Disclosure
Delay Payments in a timely manner in accordance with the foregoing, such Disclosure Delay Payments shall bear interest at the rate of
two percent (2%) per month (prorated for partial months) until paid in full.
(j) Reserved.
(k) Additional Issuance
of Securities(i) or incurrence of Indebtedness. So long as any Buyer beneficially owns any Securities, the Company will
not, without the prior written consent of the Required Holders, issue any Notes (other than to the Buyers as contemplated hereby) and
the Company shall not issue any other securities that would cause a breach or default under the Notes. The Company agrees that for the
period commencing on the date hereof and ending on the date immediately following the 180th day after the later of the Closing
Date of the Initial Tranche or the Closing Date of any Subsequent Tranche (as hereinafter defined), the Company shall not directly or
indirectly without the prior approval of the Buyer, incur Indebtedness or issue, offer, sell, grant any option or right to purchase, or
otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity
security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined
under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred shares or any purchase
rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any
time thereafter), provided that the Company has obligations to register the securities in such issuance, offer, sale, grant, disposition
or announcement and cause such registration statement effective prior to Applicable Date, except for the issuance, offering, sale or grant
of Excluded Securities to any entity or Person, is referred to as a “Subsequent Placement”). “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing registration
statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such registration statement(s)
by the SEC. Prior to the Applicable Date, the Company may issue (i) Ordinary Shares or standard options to purchase Ordinary Shares to
directors, officers, employees and consultants of the Company in their capacity as such pursuant to an Approved Share Plan (as defined
below), provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of
shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that
adversely affects any of the Buyers; and (ii) any securities issued in connection of a bona fide acquisition of securities or assets of
another entity by the Company or its subsidiaries. Notwithstanding the foregoing, a Subsequent Placement shall not include and this Section
shall not apply in respect of the issuance of (i) Ordinary Shares issued upon the conversion or exercise of Convertible Securities (other
than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan that are covered by clause (i) above) issued
prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible
Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Convertible
Security that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of
any such Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan that
are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Ordinary
Shares issued pursuant to an Approved Share Plan that are covered by clause (i) above) are amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Ordinary Shares
issued pursuant to an Approved Share Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely
affects any of the Buyers; (ii) the Conversion Shares; and (iii) the Commitment Shares (each of the foregoing in clauses (i) through (iii),
collectively the “Excluded Securities”). “Approved Share Plan” means any employee benefit plan which
has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares
and standard options to purchase Ordinary Shares may be issued to any employee, officer or director for services provided to the Company
in their capacity as such.
(l) Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation
of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,
in a Material Adverse Effect.
(m) Other
Notes; Variable Securities. So long as any Notes remain outstanding, the Company and each Subsidiary shall, be prohibited from effecting
or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion,
exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares
at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject
to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Ordinary Shares, other than pursuant to a customary
“weighted average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line
of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined
price (other than standard and customary “preemptive” or “participation” rights). Each Buyer shall be entitled
to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition
to any right to collect damages.
(n) Participation
Right. At any time on or prior to the first anniversary of the after the later of the Closing Date of the Initial Tranche or the Closing
Date, the Company shall not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with
this Section 4(n). The Company acknowledges and agrees that the right set forth in this Section 4(n) is a right granted by the
Company, separately, to each Buyer.
(i) At
least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written
notice (each such notice, a “Pre-Notice”). Upon the written request of a Buyer within three (3) Trading Days after
the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly,
but no later than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”)
of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered
Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe
the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be
issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued,
sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer such Buyer’s
pro rata portion of 100% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right
to subscribe for under this Section 4(n) shall be (x) based on such Buyer’s pro rata portion of the aggregate Principal Amount of
Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase
its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall
indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription
Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription
Amount.
(ii) To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of
such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount,
the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth
an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for,
the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference
between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”),
each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription
Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,
subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires
to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each
Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt
of such new Offer Notice.
(iii) The
Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in
the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest
rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer
Notice.
(iv) Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from the Company,
and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced
pursuant to Section 4(n)(ii)) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase
by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Buyer
of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its
counsel.
(v) Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(n) may not be issued, sold or exchanged
until they are again offered to such Buyer under the procedures specified in this Agreement.
(vi) Notwithstanding
anything to the contrary in this Section 4(n) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing
to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention
to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public
information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth (5th) Business
Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment
of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not
be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company decide
to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice and
such Buyer will again have the right of participation set forth in this Section 4(n). The Company shall not be permitted to deliver more
than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the last sentence of Section
4(n)(ii).
(vii) The
restrictions contained in this Section 4(n) shall not apply in connection with the issuance of any Excluded Securities. The Company shall
not circumvent the provisions of this Section 4(n) by providing terms or conditions to one Buyer that are not provided to all, except
with respect to any Excluded Securities.
(o) Passive
Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses,
in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning
of Section 1297 of the Code.
(p) Restriction
on Redemption and Cash Dividends. So long as any Notes are outstanding and the Company is not operating at a profit (i.e., net income
exceeds net loss for a fiscal quarter), the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or
distribution on, any securities of the Company without the prior express written consent of the Buyers, including to shareholders of the
Company, except, however, the Company may, directly or indirectly, declare or pay any cash intercompany dividend; provided, however, in
the event the Company is operating at a profit, it shall be permitted to declare or pay any cash dividend or distribution in an amount
no to exceed 50% of such amount of profit for such fiscal quarter.
(q) Corporate
Existence. So long as any Buyer beneficially owns any Notes, the Company shall maintain in full force and effect its corporate existence.
(r) Conversion
and Exercise Procedures. Each form of Conversion Notice (as defined in the Notes) included in the Notes set forth the totality of
the procedures required of the Buyers in order to convert the Notes. Except as provided in Section 5(d), no additional legal opinion,
other information or instructions shall be required of the Buyers to convert their Notes. The Company shall honor conversions of the Notes
and shall deliver the Conversion Shares in accordance with the terms, conditions and time periods set forth in the Notes.
(s) Regulation
M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the
Securities contemplated hereby.
(t) General Solicitation.
None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on behalf of the Company
or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general
advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published
in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.
(u) Integration. None
of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or
such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the
1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities
under the 1933 Act or require shareholder approval under the rules and regulations of the Principal Market and the Company will take
all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the
1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.
(v) Notice of Disqualification
Events. The Company will notify the Buyers in writing, prior to each Closing Date of (i) any Disqualification Event relating to any
Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer
Covered Person.
(w) Closing
Documents. On or prior to fourteen (14) calendar days after each Closing Date, the Company agrees to deliver, or cause to be delivered,
to each Buyer and Lucosky Brookman LLP a complete closing set of the executed Transaction Documents, Securities and any other document
required to be delivered to any party pursuant to Section 7 hereof or otherwise.
5. REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.
(a) Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to each holder of Securities), a register for the Notes in which the Company shall record the name and address of the Person in whose
name the Notes have been issued (including the name and address of each transferee), the principal amount of the Notes held by such Person,
the number of Conversion Shares issuable pursuant to the terms of the Notes. The Company shall keep the register open and available at
all times during business hours for inspection of any Buyer or its legal representatives.
(b) Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its registrar or transfer agent, as the case may be, and any
subsequent registrar, transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers
(the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts
at The Depository Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the
Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes. Prior to registration
of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction
as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the necessary
and customary restrictive legend. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, prior to registration of
the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction
as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer
agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company,
as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or
transfer of the Securities in accordance with Section 2(g), if the Buyer provides the Company with (i) an opinion of counsel in form,
substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities
may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances
that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer and shall promptly instruct its transfer agent
to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as
specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion
Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent
shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d)
below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled,
in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without any bond or other security being required.
(c) Legends.
Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption
from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities
shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such share certificates):
[NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN][THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY
THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR
ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
(d) Post-Closing
Deliverables. If the Company fails to satisfy any condition of Section 7(a) below on or prior to a Closing Date (other than Section
7(a)(i)) and the Buyers elect to effect the applicable Closing notwithstanding such failure, the Company shall be required to satisfy
each such condition in Section 7(a) below (including, without limitation, providing to the Buyers any deliverables required therein) by
no later than the tenth calendar day after such Closing Date.
6. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.
(a) The
obligation of the Company hereunder to issue and sell the Notes to each Buyer at a Closing is subject to the satisfaction, at or before
the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit
and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.
(ii) Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld
pursuant to Section 4(g)) for the Note being purchased by such Buyer at the applicable Closing by wire transfer of immediately available
funds in accordance with the Flow of Funds Letter.
(iii) The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of such
Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at
or prior to such Closing Date.
(iv) No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by
the Transaction Documents.
7. CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.
(a) The
obligation of each Buyer hereunder to purchase its Note at each Closing is subject to the satisfaction, at or before each Closing Date,
of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such
Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The
Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents
to which it is a party and the Company shall have duly executed and delivered to such Buyer a Note in such original principal amount as
is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, in each case, as being purchased by such Buyer
at such Closing pursuant to this Agreement.
(ii) Such
Buyer shall have received the opinions of Ogier in the Cayman Island and Ogier in the British Virgin Islands, the Company’s counsel,
dated as of such Closing Date, in a form acceptable to such Buyer.
(iii) The
Business Combination shall have been consummated.
(iv) Such
Buyer shall have received its Commitment Shares in accordance with Section 1(d).
(v) The
Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification, as
a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company
and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of such Closing Date.
(vi) Other
than the first Closing Date, the Company shall have delivered to such Buyer a certified copy of the Articles within ten (10) days of such
Closing Date.
(vii) Each
Subsidiary shall have delivered to such Buyer a certified copy of its Articles (or such equivalent organizational document) as certified
by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of such
Closing Date.
(viii) The
Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company
and dated as of such Closing Date, as to (i) the resolutions consistent with Section as adopted by the Company’s board of
directors in a form reasonably acceptable to such Buyer, and (ii) the Articles of the Company and the organizational documents of each
Subsidiary, each as in effect at the applicable Closing.
(ix) Each
and every representation and warranty of the Company shall be true and correct as of the date when made and as of such Closing Date as
though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and
correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements
and conditions required to be performed, satisfied or complied with by the Company at or prior to such Closing Date. Such Buyer shall
have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of such Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.
(x) Chardan
Capital Markets, LLC (“Chardan”), shall have entered into a lock-up agreement, solely with respect to the Ordinary Shares,
in a form acceptable to the Lead Buyer, that shall provide that until the Buyers shall have sold all of their Commitment Shares, Chardan
shall not sell into the market pursuant to Rule 144 or pursuant to a then effective registration statement any Ordinary Shares.
(xi) The
Company shall have delivered to such Buyer a letter from the Company’s registrar certifying the number of Ordinary Shares outstanding
on such Closing Date immediately prior to the applicable Closing.
(xii) The
Ordinary Shares prior to such Closing (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B)
shall not have been suspended, as of such Closing Date, by the SEC or the Principal Market from trading on the Principal Market, either
(I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market,
except for the delisting notices disclosed in the SEC Documents or in press releases.
(xiii) The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the
Securities, including without limitation, those required by the Principal Market, if any.
(xiv) No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by
the Transaction Documents.
(xv) Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material
Adverse Effect.
(xvi) Such
Buyer shall have received a letter on the letterhead of the Company (the “Flow of Funds Letter”) duly executed by the
Chief Financial Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company.
(xvii) The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as such Buyer or its counsel may reasonably request.
8. TERMINATION.
In the event that the initial
Closing shall not have occurred with respect to a Buyer by June 28, 2024, then both the Company and such Buyer shall have the right to
terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without
liability of the Company, such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8
shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such
date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes shall
be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation
of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in
this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of
this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party
of its obligations under this Agreement or the other Transaction Documents.
9. MISCELLANEOUS.
(a) Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under
any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such 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. Nothing contained herein shall be deemed or operate to preclude any Buyer from
bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
The choice of the laws of the State of Delaware as the governing law of this Agreement is a valid choice of law and would be recognized
and given effect to in any action brought before a court of competent jurisdiction in the British Virgin Islands, except for those laws
(i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would
be inconsistent with public policy, as such term is interpreted under the laws of the British Virgin Islands. The Company or any of their
respective properties, assets or revenues does not have any right of immunity under the British Virgin Islands or Delaware law, from any
legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim,
from the jurisdiction of any British Virgin Islands and the Delaware or United States federal court, from service of process, attachment
upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or
any other matter under or arising out of or in connection with this Agreement; and, to the extent that the Company, or any of its properties,
assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may
at any time be commenced, the Company hereby waives such right to the extent permitted by law and hereby consents to such relief and enforcement
as provided in this Agreement and the other Transaction Documents.
(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which 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. In the event that any signature
is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature
page, such signature page 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 signature page were an original thereof.
(c) Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of,
this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words
of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in
which they are found.
(d) Severability;
Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as
close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained
in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the
intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may
be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would
be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any
obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined
to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake
of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum
amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected,
to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would
constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty,
to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of
the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to
otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.
(e) Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company,
its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with
respect to Ordinary Shares or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction
Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire
understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this
Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered
into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect
to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the
Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior
to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from
the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force
and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision
of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below),
and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding
on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies
to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such
Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective
unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive
any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e)
shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent
that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only)
or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld
in such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also
is offered to all of the parties to the Transaction Documents, all holders of the Notes. From the date hereof and while any Notes, the
Company shall not be permitted to receive any consideration from a Buyer or a holder of Notes that is not otherwise contemplated by the
Transaction Documents in order to, directly or indirectly, induce the Company or any Subsidiary (i) to treat such Buyer or holder of Notes
in a manner that is more favorable than to other similarly situated Buyers or holders of Notes, or (ii) to treat any Buyer(s) or holder(s)
of Notes in a manner that is less favorable than the Buyer or holder of Notes that is paying such consideration; provided, however, that
the determination of whether a Buyer has been treated more or less favorably than another Buyer shall disregard any securities of the
Company purchased or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the
terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without
limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise
or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer
to enter into this Agreement, the Company expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry
conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify
or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement
or any other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly preceded
by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect such
Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations
and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to
each Closing Date, each Buyer entitled to purchase Notes at such Closing and (II) on or after such Closing Date, holders of a majority
of the Registrable Securities as of such time (excluding any Registrable Securities held by the Company or any of its Subsidiaries as
of such time) issued or issuable hereunder or pursuant to the Notes (or the Buyers, with respect to any waiver or amendment of Section
4(o)); provided, that such majority must include JAK Opportunities VI LLC, a Delaware limited liability company (the “Lead Buyer”)
(f) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic
mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does
not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such
recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:
If to the Company:
1/f, Pier 2, Central, Hong Kong
Attention: Siu Wing Fung, Alfred
Email:
If to a Buyer, to its mailing address and e-mail
address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,
with a copy (for informational purposes only) to:
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, NJ 08830
Attention: Seth Brookman, Esq.
E-mail:
or to such other mailing address and/or e-mail
address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change, provided that Lucosky Brookman LLP shall only be provided copies of notices sent
to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C)
provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above, respectively.
(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of any of the Notes. the Company shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Required Holders. A Buyer may assign some or all of its rights hereunder in connection with any transfer
of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with
respect to such assigned rights.
(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees
referred to in Section 9(k).
(i) Survival.
The representations, warranties, agreements and covenants shall survive each Closing. Each Buyer shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.
(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
(k) Indemnification.
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless each Buyer and each holder of any Securities and all of their shareholders, partners, members, officers, directors,
employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought),
and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company
or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any
Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against
such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary)
or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement
of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with
the proceeds of the issuance of the Securities, or (C) the status of such Buyer or holder of the Securities either as an investor in the
Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation,
as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics
and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6
of the Registration Rights Agreement.
(l) Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability
of a more general representation or warranty. Each and every reference to share prices, Ordinary Shares and any other numbers in this
Agreement that relate to the Ordinary Shares shall be automatically adjusted for any share splits, share dividends, share combinations,
recapitalizations or other similar transactions that occur with respect to the Ordinary Shares after the date of this Agreement. Notwithstanding
anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or
warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability
of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect
short sales or similar transactions in the future.
(m) Remedies.
Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all
rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time
under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under
any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover
damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company
recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s
(as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the Buyers. The Company
therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other
equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without
posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and
in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a
decree of specific performance and/or other injunctive relief).
(n) Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents,
whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not
timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion
from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights.
(o) Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other
Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver
or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall
be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United
States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall
be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount
in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of
currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal
on the relevant date of calculation.
(p) Judgment
Currency.
(i) If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document
in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this
Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement, the conversion
shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:
(1) the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or
(2) the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which
such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion Date”).
(ii) If
in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is a change in the
Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall
pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate
prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.
(iii) Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.
(q) Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not
joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of
any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by
any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not
so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers
are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting
in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated
by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by
such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection
with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring
such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms
that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be
necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to
effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision
of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested
to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively
and not between and among the Buyers.
(r) Trust
Account Waiver. Reference is made to the final IPO prospectus of the Parent, dated February 14, 2022 (the “IPO Prospectus”).
Each of NewGenIvf and Merger Sub have read the IPO Prospectus and understand that the Parent has established the trust account (as described
in the IPO Prospectus) for the benefit of the public shareholders of the Parent and the underwriters of the initial public offering and
that, except for a portion of the interest earned on the amounts held in the Trust Account, the Parent may disburse monies from the Trust
Account only for the purposes set forth in the Investment Management Trust Agreement (as described in the IPO Prospectus) and the Parent’s
organizational documents. For and in consideration of the Parent agreeing to enter into this Agreement, the receipt and sufficiency of
which are hereby acknowledged, each of NewGenIvf and Merger Sub hereto each hereby irrevocably waives any right, title, interest or claim
of any kind he, she or it has or may have in the future in or to any monies in the Trust Account and hereby agrees that he, she or it
will not seek recourse against the Trust Account for any claim he, she or it has or may have in the future as a result of, or arising
out of, this Agreement or any negotiations, contracts or agreements with the Parent.
[signature pages follow]
IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written
above.
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COMPANY: |
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A SPAC I Mini ACQUISITION CORP. |
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By: |
/s/ Claudius Tsang |
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Name: |
Claudius Tsang |
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Title: |
Authorised signatory |
| Acknowledged and Agreed: |
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| A SPAC I ACQUISITION CORP. |
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| By: |
/s/ Claudius Tsang |
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| Name: |
Claudius Tsang |
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| Title: |
Authorised signatory |
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| NewGenIvf Limited |
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| By: |
/s/ Alfred Siu |
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| Name: |
Alfred Siu |
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| Title: |
Managing Director |
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| A SPAC I MINI SUB ACQUISITION CORP. |
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| By: |
/s/ Claudius Tsang |
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| Name: |
Claudius Tsang |
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| Title: |
Authorised signatory |
|
[Signature Page to Securities Purchase Agreement]
IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written
above.
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BUYER: |
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JAK OPPORTUNITIESVI LLC |
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By: |
/s/ Antonio Ruiz-Gimenez |
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Name: |
Antonio Ruiz-Gimenez |
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Title: |
Managing Member |
[Signature
Page to Securities Purchase Agreement]
SCHEDULE OF BUYERS
Exhibit 10.2
ARTICLE
1THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
A SPAC I MINI ACQUISITION CORP.
[Form of] Convertible Promissory Note
Dated: [Date] (the
“Issuance Date”) $[_______]
FOR VALUE RECEIVED,
A SPAC I MINI ACQUISTION CORP., a company organized under the laws of the British Virgin Islands (hereinafter called the “Maker”
or the “Company”), hereby promises to pay to the order of [_________], a [________] organized and existing under the
laws of the [__________], or its registered assigns (the “Holder”) the principal sum of up to $[_______] (the
“Principal Amount”) pursuant to the terms of this Convertible Promissory Note (this “Note”) plus
an amount equal to forty-five percent (45%) of the Principal Amount (the “Additional Maturity Payment”) plus
interest thereon (“Interest”) in accordance with Section 1.2. The consideration to the Maker for this Note is $[_______]
(the “Consideration”) in United States currency, due to the prorated original issuance discount of 7.00% (the “OID”)
equaling $[_______]. The Holder shall pay the Consideration on the Closing Date.
The maturity date of this
Note shall be six (6) months from the Issuance Date (the “Maturity Date”) and is the date upon which the Principal
Amount, plus the Additional Maturity Payment plus all outstanding and unpaid Interest on the Principal Amount shall be due
and payable.
This Note may not be repaid
in whole or in part except as otherwise explicitly set forth herein. This Note is unsecured.
All payments under or pursuant
to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder set forth
in the Purchase Agreement (as hereinafter defined) or at such other place as the Holder may designate from time to time in writing to
the Maker or by wire transfer of funds to the Holder’s account designated in writing by Holder to the Maker.
1.1 Purchase
Agreement.
1.1.1 Purchase
Agreement. This Note has been executed and delivered pursuant to the Securities Purchase Agreement, dated as of February __, 2024
(as the same may be amended from time to time, the “Purchase Agreement”), by and among the Maker, the other “Buyers”
(as such term is defined in the Purchase Agreement), the Holder, A SPAC I Acquisition Corp., a company organized under the laws of the
British Virgin Islands, NewGenIvf Limited, a Cayman Islands exempted company and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands
exempted company and wholly-owned subsidiary of the Maker, and is one of a series of convertible promissory notes which many be issued
thereunder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.
1.2 Interest.
Interest shall accrue on the Principal Amount at the Interest Rate. The “Interest Rate” shall equal twelve and seventy-five
one-hundredths of a percent (12.75%) per annum. Interest hereunder shall be due and payable in cash in immediately available funds on
the last day of each quarter during the term hereof. From and after the occurrence and during the continuance of any Event of Default,
the Interest Rate shall automatically be increased to the lesser of (x) seventeen and seventy-five one-hundredths of a percent (17.75%)
per annum, or (y) the maximum rate permitted under applicable law (the “Default Rate”). In the event that such Event
of Default is subsequently cured (and no other Event of Default then exists, including, without limitation, for the Company’s failure
to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment referred to in the preceding sentence shall
cease to be effective as of the calendar day immediately following the date of such cure; provided that the Interest as calculated and
unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days
after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.
1.3 Prepayment. At
any time after the Issuance Date and provided that no Event of Default has occurred, but subject in all cases to the terms of the Purchase
Agreement, the Maker may repay all and not less than all of the Outstanding Principal Amount, the Additional Maturity Payment and all
outstanding and unpaid interest upon at least thirty (30) Trading Days’ written notice (the “Prepayment Notice Period”)
of the Holder (the “Prepayment Notice”) by paying an amount equal to 175% of the amounts then being prepaid (representing
a 75% prepayment premium payable to the Holder which shall not constitute a principal repayment). Notwithstanding the foregoing, if the
Maker elects to prepay this Note pursuant to the provisions of this Section 1.3, the Holder shall continue to have the right to
issue a Conversion Notice, or Conversion Notices, in accordance with Section 3.1 hereof, specifying the amounts owing hereunder that the
Holder will convert.
1.4 Payment
on Non-Business Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment may be due on
the next succeeding Business Day.
1.5 Transfer.
This Note may be transferred or sold, subject to the provisions of Section 5.8 of this Note, or pledged, hypothecated or otherwise granted
as security by the Holder.
1.6 Replacement.
Upon receipt of a duly executed and notarized written statement from the Holder with respect to the loss, theft or destruction of this
Note (or any replacement hereof) and a customary indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation
of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.
1.7 Use
of Proceeds. The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.
1.8 Status
of Note. The obligations of the Maker under this Note shall rank senior to all other existing Indebtedness and equity of the Company,
and the obligations of the Maker under this Note shall rank pari passu with all other Indebtedness owing to the holders of other
Notes. Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder will be entitled
to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than Indebtedness
in respect of the Prior Notes) or any class of shares of the Maker, an amount equal to the sum of the Outstanding Principal Amount, the
Additional Maturity Payment and all outstanding and unpaid interest. For purposes of this Note, “Liquidation Event”
means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief,
an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Maker.
1.9 Tax
Treatment. The Maker and the Holder agree that for U.S. federal income tax purposes, and applicable state, local and non-U.S. income
tax purposes, this Note is not intended to be, and shall not be, treated as Indebtedness. Neither the Maker nor the Holder shall take
any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of Taxes, unless otherwise
required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any analogous provision of applicable state, local or non-U.S. law.
ARTICLE
2
2.1 Events
of Default. An “Event of Default” under this Note shall mean the occurrence of any of the additional events described
below (unless the Event of Default is waived in writing by the Required Holders):
(a) Following
a five (5) Business Day opportunity to cure, any default in the payment of (i) the Principal Amount, the Additional Maturity Payment or
interest hereunder when due; or (ii) liquidated damages in respect of this Note as and when the same shall become due and payable
(whether on the Maturity Date or by acceleration or otherwise);
(b) the
Maker shall fail to observe or perform in any material respect any other material covenant, condition or agreement contained in this Note
or any Transaction Document and such default is not fully cured within ten (10) Business Days of such failure;
(c) the
Maker’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including for any
of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion of this Note into
Ordinary Shares;
(d) the
Maker shall fail to (i) timely deliver the Ordinary Shares as and when required in Section 3.2; or (ii) make the payment of any fees
and/or liquidated damages under this Note, the Purchase Agreement or the other Transaction Documents;
(e) at
any time the Maker shall fail to have sufficient Ordinary Shares authorized, reserved and available for issuance to satisfy the potential
conversion in full (disregarding for this purpose any and all limitations of any kind on such conversion) of this Note and such default
is not fully cured within fifteen (15) Business Days after the occurrence thereof;
(f) any
material representation or warranty made by the Maker or any of its Subsidiaries herein or in the Purchase Agreement, this Note, or any
other Transaction Document shall prove to have been false or incorrect in any material respect or breached in a material respect on the
date as of which made;
(g) the
Maker or any of its material Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest (if any)
on the Prior Notes or on any other Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness
is in excess of $500,000 or (B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries
of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity;
(h) the
Maker or any of its material Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for
the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect)
or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy,
insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce
in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect)
or under the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations
or issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous
to any of the foregoing;
(i) a
proceeding or case shall be commenced in respect of the Maker or any of its Subsidiaries, without its application or consent, in any court
of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment
of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of
its assets in connection with the liquidation or dissolution of the Maker or any of its Subsidiaries; or (iii) similar relief in respect
of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue
undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case
under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic)
against the Maker or any of its material Subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to
any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue undismissed, or unstayed and
in effect for a period of sixty (60) days;
(j) one
or more final judgments, settlements, or orders for the payment of money aggregating in excess of $500,000 (or its equivalent in the relevant
currency of payment) are rendered against or entered into one or more of the Company and its Subsidiaries;
(k) the
failure of the Maker to instruct its transfer agent to remove any legends from the Ordinary Shares and issue such unlegended certificates
to the Holder within three (3) Trading Days of the Holder’s lawful request so long as the Holder has provided all required documentation
and reasonable assurances to the Maker that such Ordinary Shares can be sold pursuant to Rule 144 or any other applicable exemption;
(l) the
Maker’s Ordinary Shares are no longer publicly traded or cease to be listed on the Trading Market or, after the twelve month anniversary
of the Issuance Date, any Ordinary Shares issued to the Holder under this Note or the Purchase Agreement may not be immediately resold
under Rule 144 without restriction on the number of shares to be sold or manner of sale, unless such Ordinary Shares have been registered
for resale under the 1933 Act and may be sold without restriction;
(m) the
Maker consummates a “going private” transaction and as a result Ordinary Shares are no longer registered under Sections 12(b)
or 12(g) of the 1934 Act;
(n) there
shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for
the Ordinary Shares restricting the trading of such Ordinary Shares and such default is not fully cured within five (5) Business Days
after the occurrence thereof;
(o) the
Depository Trust Company places any restrictions on transactions in the Ordinary Shares for greater than three (3) Trading Days or the
Ordinary Shares is no longer tradeable through the Depository Trust Company Fast Automated Securities Transfer program; or
(p) the
occurrence of a Material Adverse Effect in respect of the Maker, or the Maker and its Subsidiaries taken as a whole which would reasonably
be considered to substantially impair the ability of the Maker to satisfy its obligations in the Transaction Documents and such default
is not fully cured within five (5) Business Days after the occurrence thereof.
2.2 Remedies
Upon an Event of Default.
(a)
Upon the occurrence of any Event of Default that has not been remedied within the later of (i) the applicable cure period set forth
in Section 2.1 above, (ii) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section
3.2 of this Note, or (iii) ten (10) Business Days for all other Events of Default; provided, however, that there
shall be no cure period for an Event of Default described in Section 2.1(h), or 2.1(i), the Maker shall be obligated
to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the
Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon
conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in
accordance with the terms hereof.
(b) Upon
the occurrence of any Event of Default known to the Maker, the Maker shall, as promptly as possible but in any event within three (3)
Business Days of such Event of Default known to the Maker, notify the Holder of the occurrence of such Event of Default, describing the
event or factual situation giving rise to the Event of Default and specifying the relevant subsections of Section 2.1 hereof under which
such Event of Default has occurred.
(c) If an Event of Default shall have occurred and shall not have been remedied
within the cure periods set forth in Section 2.1 above; provided, however, that there shall be no cure period for an Event of Default
described in Section 2.1(h), or 2.1(i), the Holder may at any time at its option, subject to receiving the prior written consent of the
Required Holders, declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable,
without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker;
provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but
subject to receiving the prior written consent of the Required Holders, may: (a) from time-to-time demand that all or a portion of the
Outstanding Principal Amount, the Additional Maturity Payment and all outstanding and unpaid interest, be converted into Ordinary Shares
at the Conversion Price then in effect on the date of such demand; and provided, further however, that the conversion right set forth
in this clause (a) shall not be exercisable by the Holder if, prior to such right being exercised, the Event of Default in question if
capable of being cured, has been cured, or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges,
remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law. Upon the occurrence
of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay
on the part of the Holder (including because the Holder has not obtained the consent of the Required Holders) shall operate as a waiver
thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.
ARTICLE
3
3.1 Conversion.
(a) Conversion.
This Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable Ordinary
Shares as is determined by dividing (x) (A) the Outstanding Principal Amount, (B) the Additional Maturity Payment, plus (C) accrued and
unpaid Interest with respect to such Outstanding Principal Amount of this Note (the “Conversion Amount”) by (y) the
Conversion Price then in effect on the date on which the Holder delivers a notice of conversion, in substantially the form attached hereto
as Exhibit A (the “Conversion Notice”), in accordance with Section 5.1 to the Maker. The Holder shall deliver
this Note to the Maker at the address designated in the Purchase Agreement at any such time that this Note is fully converted. With respect
to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of the date of such
conversion (each, a “Conversion Date”).
(b) Conversion
Price. The “Conversion Price” means the Valuation Cap Price, subject to adjustment as provided herein.
3.2 Delivery
of Conversion Shares. As soon as practicable after any conversion or payment of any amount due hereunder in the form of Ordinary Shares
in accordance with this Note, and in any event within two (2) Trading Days thereafter (such date, the “Share Delivery Date”),
the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate
or certificates evidencing the number of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion
or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment.
In lieu of delivering physical certificates for the Ordinary Shares issuable upon any conversion of this Note, provided the Company’s
transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program
or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such Ordinary
Shares issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such
designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as
for share certificates shall apply) as instructed by the Holder (or its designee). In the event that the Maker fails to comply with its
obligations under this Section 3.2, a liquidated damages charge of 1% of the Outstanding Principal Balance of this Note will be assessed
and will become immediately due and payable each month while such failure remains uncured to the Holder at its election in the form of
a cash payment or added to the balance of this Note.
3.3 Ownership
Cap. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares representing Equity
Interests upon conversion of this Note to the extent (but only to the extent) that such exercise or receipt would cause the Holder Group
(as defined below) to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of
the 1934 Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under
the 1934 Act which exceeds the Maximum Percentage (as defined below) of the Equity Interests of such class that are outstanding at such
time. Any purported delivery of Equity Interests in connection with the conversion of this Note prior to the termination of this restriction
in accordance herewith shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the
Holder Group becoming the beneficial owner of more than the Maximum Percentage of the Equity Interests of a class that is registered under
the 1934 Act that is outstanding at such time. If any delivery of Equity Interests owed to the Holder following conversion of this Note
is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished
and the Company shall deliver such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such
delivery would not result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof.
To the extent limitations contained in this Section 3.3 apply, the determination of whether this Note is convertible and of which
portion of this Note is convertible shall be the sole responsibility and in the sole determination of the Holder, and the submission of
a notice of conversion shall be deemed to constitute the Holder’s determination that the issuance of the full number of Conversion
Shares requested in the notice of conversion is permitted hereunder, and the Company shall not have any obligation to verify or confirm
the accuracy of such determination. For purposes of this Section 3.3, (i) the term “Maximum Percentage” shall
mean 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class of
Equity Interests in the Company that is registered under the 1934 Act, then the Maximum Percentage shall automatically increase to 9.99%
so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically
decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder
Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13
of the 1934 Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the 1934 Act. In determining the
number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity
Interests of such class as reflected in (x) the Company’s most recent Form 20-F or Form 6-K filed with the Securities and Exchange
Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its
transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time,
upon written or oral request of the Holder, the Company shall, within one (1) Business Day of such request, confirm orally and in writing
to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 3.3 shall be construed,
corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.
3.4 Adjustment
of Conversion Price.
(a) Until
the Note has been paid in full or converted in full, the Conversion Price, shall be subject to adjustment from time to time as follows
(but shall not be increased, other than pursuant to Section 3.4(a)(i) hereof):
(i) Adjustments
for Stock Splits and Combinations. If the Maker shall at any time or from time to time after the Closing Date (but whether before
or after the Issuance Date) effect a split of the outstanding Ordinary Shares, the applicable Conversion Price in effect immediately prior
to the stock split shall be proportionately decreased. If the Maker shall at any time or from time to time after the Closing Date (but
whether before or after the Issuance Date), combine the outstanding Ordinary Shares, the applicable Conversion Price in effect immediately
prior to the combination shall be proportionately increased. Any adjustments under this Section 3.4(a)(i) shall be effective at
the close of business on the date the stock split or combination occurs.
(ii) Adjustments
for Certain Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but whether before
or after the Issuance Date) make or issue or set a record date for the determination of holders of Ordinary Shares entitled to receive
a dividend or other distribution payable in Ordinary Shares, then, and in each event, the applicable Conversion Price in effect immediately
prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of
the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:
(1) the
numerator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date; and
(2) the
denominator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution.
(iii) Adjustment
for Other Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but whether before
or after the Issuance Date) make or issue or set a record date for the determination of holders of Ordinary Shares entitled to receive
a dividend or other distribution payable in other Ordinary Shares, then, and in each event, an appropriate revision to the applicable
Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder of
this Note shall receive upon conversions thereof, in addition to the number of Ordinary Shares receivable thereon, the number of securities
of the Maker or other issuer (as applicable) or other property that it would have received had this Note been converted into Ordinary
Shares in full (without regard to any conversion limitations herein) on the date of such event and had thereafter, during the period from
the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon
during such period) or assets, giving application to all adjustments called for during such period under this Section 3.4(a)(iii)
with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant
to this paragraph as of the time of actual payment of such dividends or distributions.
(iv) Adjustments
for Reclassification, Exchange or Substitution. If the Ordinary Shares at any time or from time to time after the Closing Date (but
whether before or after the Issuance Date) shall be changed to the same or different number of shares or other securities of any class
of shares or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination
of shares or stock dividends provided for in Sections 3.4(a)(i), (ii) and (iii) hereof, or a reorganization, merger, consolidation,
or sale of assets provided for in Section 3.4(a)(viii) hereof), then, and in each event, an appropriate revision to the Conversion
Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the
right thereafter to convert this Note into the kind and amount of shares or other securities or other property receivable upon reclassification,
exchange, substitution or other change, by holders of the number of Ordinary Shares into which such Note might have been converted immediately
prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.
(v)
Share Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any share split,
share dividend, share combination recapitalization or other similar transaction involving the Ordinary Shares (each, a "Share Combination
Event", and such date thereof, the "Share Combination Event Date") and the Event Market Price is less than the Conversion
Price then in effect (after giving effect to the adjustment in clause 3.4(a) above), then on the sixteenth (16th) Trading Day immediately
following such Share Combination Event, the Conversion Price then in effect on such sixteenth (16th) Trading Day (after giving effect
to the adjustment in clause 3.4(a) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of
doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Conversion Price hereunder,
no adjustment shall be made.
(vi) Other
Events. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any action
to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or
if any event occurs of the type contemplated by the provisions of this Section 3.4 but not expressly provided for by such provisions (including,
without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features), then the Company's
board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price and the number of Conversion
Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 3.4will increase
the Conversion Price or decrease the number of Conversion Shares as otherwise determined pursuant to this Section 3.4 provided further
that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the
Company's board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing
to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses
shall be borne by the Company.
(vii) Maker
Lowering of Conversion Price and Valuation Cap Price. Notwithstanding the foregoing, the Maker may adjust the Conversion Price or
Valuation Cap downwards to a lesser dollar amount from time to time in its sole discretion.
(viii) Record
Date. In case the Maker shall take record of the holders of its Ordinary Shares for the purpose of entitling them to subscribe for
or purchase Ordinary Shares or Convertible Securities, then the date of the issue or sale of the Ordinary Shares shall be deemed to be
such record date.
(b) No
Impairment. The Maker shall not, by amendment of its Amended and Restated Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed hereunder by the Maker, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 3.4 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the Holder against impairment. In the event the Holder shall elect to convert
this Note as provided herein, the Maker cannot refuse conversion based on any claim that the Holder or anyone associated or affiliated
with the Holder has been engaged in any violation of law, violation of an agreement to which the Holder is a party or for any reason whatsoever,
unless, an injunction from a court, or notice, restraining and or adjoining conversion of this Note shall have issued.
(c) Certificates
as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of Ordinary Shares issuable
upon conversion of this Note pursuant to this Section 3.4, the Maker at its expense shall promptly compute such adjustment or readjustment
in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in
detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written request of the Holder, at any time,
furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion
Price in effect at the time, and the number of Ordinary Shares and the amount, if any, of other securities or property which at the time
would be received upon the conversion of this Note. Notwithstanding the foregoing, the Maker shall not be obligated to deliver a certificate
unless such certificate would reflect an increase or decrease of at least two and one-half percent (2.5%) of such adjusted amount.
(d) Issue
Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of Ordinary Shares on conversion of this Note pursuant thereto; provided, however, that the Maker
shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.
(e) Fractional
Shares. No fractional Ordinary Shares shall be issued upon conversion of this Note. In lieu of any fractional shares to which the
Holder would otherwise be entitled, the Maker shall round up to the nearest whole share.
(f) Reservation
of Ordinary Shares. The Maker shall at all while this Note shall be outstanding, keep available out of its authorized Ordinary Shares,
a sufficient number of Ordinary Shares authorized, reserved and available for issuance to satisfy the potential conversion in full (disregarding
for this purpose any and all limitations of any kind on such conversion). The Maker shall, from time to time, use its commercially reasonable
efforts to increase the authorized number of Ordinary Shares if at any time the unissued number of authorized shares shall not be sufficient
to satisfy the Maker’s obligations under this Section 3.4(f).
(g) Regulatory
Compliance. If any Ordinary Shares for the purpose of conversion of this Note require registration or listing with or approval of
any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such
shares may be validly issued or delivered upon conversion, the Maker shall, at its sole cost and expense, in good faith and as expeditiously
as possible, use its commercially reasonable efforts to secure such registration, listing or approval, as the case may be.
(h) Effect
of Events Prior to the Issuance Date. If the Issuance Date of this Note is after the Closing Date, then, if the Conversion Price or
any other right of the Holder of this Note would have been adjusted or modified by operation of any provision of this Note had this Note
been issued on the Closing Date, such adjustment or modification shall be deemed to apply to this Note as of the Issuance Date as if this
Note had been issued on the Closing Date.
3.5 Prepayment
Following a Change of Control.
(a) Mechanics
of Prepayment at Option of Holder in Connection with a Change of Control. No later than fifteen (15) days following the entry by the Company
into an agreement for a Change of Control, but in no event prior to the public announcement of such Change of Control, the Maker shall
deliver written notice describing the entry into such agreement (“Notice of Change of Control”) to the Holder. Within
fifteen (15) days after receipt of a Notice of Change of Control, the Required Holders may require the Maker to prepay, effective immediately
prior to the consummation of such Change of Control, an amount equal to the Mandatory Default Amount on such date (the “COC Repayment
Price”), by delivering written notice thereof (“Notice of Prepayment at Option of Holder Upon Change of Control”)
to the Maker.
(b) Payment
of COC Repayment Price. Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Change of Control from the
Holder, the Maker shall deliver the COC Repayment Price to the Holder immediately prior to the consummation of the Change of Control;
provided that the Holder’s original Note shall have been so delivered to the Maker.
3.6 Inability
to Fully Convert.
(a) Holder’s
Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice or as otherwise required under this
Note, including with respect to repayment of principal in Ordinary Shares as permitted under this Note, the Maker cannot issue Ordinary
Shares for any reason, including, without limitation, because the Maker (x) does not have a sufficient number of Ordinary Shares authorized
and available or (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation
system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of the Ordinary
Shares which are to be issued to the Holder pursuant to this Note, then the Maker shall issue as many Ordinary Shares as it is able to
issue and, with respect to the unconverted portion of this Note or with respect to any Ordinary Shares not timely issued in accordance
with this Note, the Holder, solely at Holder’s option, can elect to:
(i) require
the Maker to prepay that portion of this Note for which the Maker is unable to issue Ordinary Shares or for which Ordinary Shares were
not timely issued (the “Mandatory Prepayment”) at a price equal to the number of Ordinary Shares that the Maker is
unable to issue multiplied by the Conversion Price on the date of the Conversion Notice (the “Mandatory Prepayment Price”);
(ii) void
its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice
(provided that the Holder’s voiding its Conversion Notice shall not affect the Maker’s obligations to make any payments which
have accrued prior to the date of such notice); or
(iii) defer
issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided that the Principal Amount
underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; and provided, further,
that if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under clause (i) above at any time
prior to the issuance of the Conversion Shares upon two (2) Business Days’ notice to the Maker.
(b) Mechanics
of Fulfilling Holder’s Election. The Maker shall immediately send to the Holder, upon receipt of a Conversion Notice from the
Holder, which cannot be fully satisfied as described in Section 3.6(a) above, a notice of the Maker’s inability to fully
satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall
indicate (i) the reason why the Maker is unable to fully satisfy the Holder’s Conversion Notice; and (ii) the amount of this Note
which cannot be converted. The Holder shall notify the Maker of its election pursuant to Section 3.6(a) above by delivering written
notice to the Maker (“Notice in Response to Inability to Convert”).
(c) Payment
of Mandatory Prepayment Price. If the Holder shall elect to have its Note prepaid pursuant to Section 3.6(a)(i) above, the
Maker shall pay the Mandatory Prepayment Price to the Holder within five (5) Business Days of the Maker’s receipt of the Holder’s
Notice in Response to Inability to Convert; provided that prior to the Maker’s receipt of the Holder’s Notice in Response
to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event
or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered
to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the
Holder on the date that is two (2) Business Days following the Maker’s receipt of the Holder’s Notice in Response to Inability
to Convert, in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall bear interest
at the rate of fifteen percent (15%) per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price
is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Note for which the
full Mandatory Prepayment Price has not been paid and (ii) receive back such Note.
(d) No
Rights as Shareholder. Except as expressly set forth hereunder, nothing contained in this Note shall be construed as conferring upon
the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder
of the Company in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter, or any other
rights as a shareholder of the Maker.
3.7 Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares. In addition to any other rights available to the Holder, if the Company
fails to cause the Transfer Agent to transmit to the Holder Conversion Shares or any other shares pursuant to a conversion on or before
the Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder's brokerage firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Conversion
Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall (a) pay in cash to the
Holder the amount, if any, by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Shares
so purchased exceeds (y) the amount obtained by multiplying (1) the number of Conversion Shares that the Company was required to deliver
to the Holder in connection with the conversion at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (b) at the option of the Holder, either reinstate the portion of the Note and equivalent number of Conversion Shares
for which such conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number
of Common Shares that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For
example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (a) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder's
right to pursue a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver Common
Shares upon conversion of the Note as required pursuant to the terms hereof.
ARTICLE
4
4.1 Covenants.
For so long as this Note is outstanding, without the prior written consent of the Holder:
(a) Compliance
with Transaction Documents. The Maker shall, and shall cause its Subsidiaries to, comply in all material respects with its obligations
under this Note and the other Transaction Documents.
(b) Payment
of Taxes, Etc. The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be paid and discharged,
when due and payable (subject to lawful extensions), all lawful taxes, assessments and governmental charges or levies imposed upon the
income, profits, property or business of the Maker and the Subsidiaries, except for such failures to pay that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that any such
tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings
and if the Maker or such Subsidiaries shall have set aside on its books adequate reserves with respect thereto, and provided, further,
that the Maker and such Subsidiaries will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings
to foreclose any lien which may have attached as security therefor.
(c) Corporate
Existence. The Maker shall and shall cause each of its material Subsidiaries to, maintain in full force and effect its corporate existence
and all material licenses and other rights to use property owned or possessed by it and reasonably deemed to be necessary to the conduct
of its business as it is currently conducted.
(d) Investment
Company Act. The Maker shall conduct its businesses in a manner so that it will not become subject to, or required to be registered
under, the Investment Company Act of 1940, as amended.
4.2 Set-Off.
This Note shall be subject to the set-off provisions set forth in the Purchase Agreement.
ARTICLE
5
5.1 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 delivered via email
at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business Day after the
date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a day that
is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (c)
the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The addresses for notice shall be as set forth in the Purchase Agreement.
5.2 Governing
Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without reference to
principles of conflict of laws or choice of laws. This Note shall not be interpreted or construed with any presumption against the party
causing this Note to be drafted.
5.3 Headings.
Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a
part of this Note for any other purpose.
5.4 Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance
and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to
such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to comply with
the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation
thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any
other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will
cause irreparable and material harm to the Holder and that the remedy at law for any such breach would be inadequate. Therefore, the Maker
agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights
and remedies, at law or in equity, to equitable relief, including but not limited to an injunction restraining any such breach or threatened
breach, without the necessity of showing economic loss and without any bond or other security being required.
5.5 Enforcement
Expenses. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses.
5.6 Binding
Effect; Assignment. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns
of each such party, whether or not such successors or assigns are permitted by the terms herein. The Holder shall have the right to assign
this Note hereunder without notice to or the consent of the Maker.
5.7 Amendments;
Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company and the Holder and
approved by the Required Holders (as defined in the Purchase Agreement). No waiver of any default with respect to any provision, condition
or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder
in any manner impair the exercise of any such right.
5.8 Compliance
with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account
and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note
in violation of securities laws. This Note and any note issued in substitution or replacement therefor shall be stamped or imprinted with
a legend in substantially the following form:
“THIS NOTE HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”
5.9 Jurisdiction;
Venue. Any action, proceeding or claim arising out of, or relating in any way to this Note 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. The Company and
the Holder irrevocably submit to the jurisdiction of such courts, which jurisdiction shall be exclusive, and hereby waive any objection
to such exclusive jurisdiction or that such courts represent an inconvenient forum. The prevailing party in any such action shall be entitled
to recover its reasonable and documented attorneys’ fees and out-of-pocket expenses relating to such action or proceeding.
5.10 Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.
5.11 Maker
Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands’ and
notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of
renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without
affecting the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.
(a) No
delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate
as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one
occasion be deemed a waiver of the same right or rights on any future occasion.
(b) THE
MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE
LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS
MAY DESIRE TO USE.
5.12 Definitions.
Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the purposes hereof, the
following terms shall have the following meanings:
(a) “Equity
Interests” means and includes the Ordinary Shares and any Ordinary Shares Equivalents.
(b) “Event
Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the
VWAP of the Ordinary Shares for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period ending
and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Share Combination Event Date, divided
by (y) five (5). All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization
or other similar transaction during such period.
(c) “Fully
Diluted” means the total aggregate number of Ordinary Shares which would be issued assuming all securities issued by the Company
convertible into or exercisable for Ordinary were exercised or converted, plus any Ordinary Shares reserved for issuance, but not subject
to outstanding options or other awards under any equity incentive or similar plan or arrangement of the Company, but excluding the Ordinary
Shares issuable pursuant to the Notes and the Purchase Agreement.
(d) “Indebtedness”
means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate
hedging agreements, interest rate swaps, or other financial products; (c) all capital lease obligations that exceed $100,000 in the aggregate
in any fiscal year; (d) all obligations or liabilities secured by a lien or encumbrance on any asset of the Maker, irrespective of whether
such obligation or liability is assumed; (e) all obligations for the deferred purchase price of assets, together with trade debt and other
accounts payable that exceed $100,000 in the aggregate in any fiscal year; (f) all synthetic leases; (g) any obligation guaranteeing or
intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing
obligations of any other person; (h) trade debt; and (i) endorsements for collection or deposit.
(e) “Mandatory
Default Amount” means an amount equal to the sum of the 130% of the Outstanding Principal Amount, the Additional Maturity Payment
and all outstanding and unpaid interest on the date on which the first Event of Default has occurred hereunder.
(f) “Ordinary
Share Equivalent” means any convertible security or warrant, option or other right to subscribe for or purchase any Ordinary
Shares or any convertible security convertible into Ordinary Shares.
(g) “Outstanding
Principal Amount” means, at the time of determination, the Principal Amount outstanding after giving effect to any conversions
or prepayments pursuant to the terms hereof.
(h) “Trading
Day” means a day on which the Ordinary Shares are traded on a Trading Market.
(i) “Valuation
Cap” means $USD 1,000,000,000.00.
(j) “Valuation
Cap Price” means the price per Ordinary Shares calculated by dividing the Valuation Cap by the number of Ordinary Shares on
a Fully Diluted of basis.
(k) “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares
for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Ordinary
Shares are traded on OTCQB or OTCQX , the volume weighted average sales price of the Ordinary Shares for such date (or the nearest preceding
date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices
for the Ordinary Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or
(d) in all other cases, the fair market value of a Ordinary Share as determined by an independent appraiser selected in good faith by
the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, the Maker has caused this Note
to be duly executed by its duly authorized officer as of the date first above indicated.
| A SPAC I MINI ACQUISITION CORP. |
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| By: |
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| Name: |
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| Title: |
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EXHIBIT A
FORM OF CONVERSION NOTICE
(To be Executed by the Registered Holder in order
to Convert the Note)
The undersigned hereby irrevocably
elects to convert $ ________________ of the principal amount of the above Note No. ___ into Ordinary Shares of A SPAC I Mini Acquisition
Corp. (the “Maker”) according to the conditions hereof, as of the date written below.
The undersigned agrees to comply with
the delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Ordinary Shares.
The Conversion Shares shall be delivered in book-entry form and a statement of the undersigned’s position in the Maker will be mailed
or emailed to the undersigned.
Date of Conversion:
Conversion Price:
Number of Ordinary Shares beneficially owned or deemed beneficially
owned by the Holder on the Conversion Date:
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[HOLDER] |
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By: |
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Name: |
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Title: |
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Address: |
Exhibit 10.3
ACKNOWLEDGEMENT
This
ACKNOWLEDGMENT AGREEMENT (“Acknowledgment”) is made and entered into as of March 1, 2024, by A SPAC I Acquisition Corp. (the
“SPAC” or “Company”), NewGenIvf Limited (the “Target”), and Chardan Capital Markets, LLC (“Chardan”).
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement and
Registration Rights Agreement of the SPAC.
WHEREAS, the SPAC and Target intend to consummate a SPAC business combination (“Business Combination”), and the Post-Business
Combination public company shall be referred to as “Pubco” and its shares of common equity are referred to as “Pubco
Common Shares.”
WHEREAS, the SPAC has deferred
compensation liabilities to certain service providers, including a Deferred Underwriting Commission due to Chardan in connection with
the SPAC’s Initial Public Offering successfully completed in February 2022 (“Chardan Obligation”), which will be due
for payment at the closing of the Business Combination (“Closing”).
WHEREAS, the SPAC and Target
intend to enter into certain financing arrangement with JAK Opportunities VI LLC and/or its affiliates prior to Closing (“JAK Financings”).
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
| 1. | Closing Commission. Pubco hereby acknowledges
and agrees to pay $1,000,000 in cash (“Closing Cash Commission”) to Chardan, and to issue 1,500,000 Pubco Common Shares (“Chardan
Shares”) to Chardan on or before the Closing. The Company shall pay the $1,415,000 (“Remaining Deferred Amount”) to
Chardan. Such Remaining Deferred Amount shall be offset by (i) any Future Commissions (defined as below) received by Chardan, (ii) any
amounts received by Chardan in connection with the sale of the Chardan Shares, (iii) any other amounts paid by the SPAC and/or the Target
without engaging Chardan for any additional services. The Remaining Deferred Amount shall be a general obligation of the Pubco. |
| 2. | Registration Rights. Chardan, the SPAC and
the Sponsor shall execute a joinder to the Registration Rights Agreement dated February 2022 (“Registration Rights Agreement”),
in the form of Exhibit A and Exhibit B hereto, granting Chardan all rights therein to Holders of the Registration Rights Agreement. |
| 3. | Right of First Refusal. For a period of
twelve (12) months following the Closing of the Business Combination, the SPAC and Target hereby grant Chardan sole right of first refusal
to act as book-running manager and placement agent for any and all its future public and private equity, equity linked and debt offerings
(“Future Financings”) of Pubco, excluding JAK Financings. |
| 4. | Future Commission. Chardan shall be entitled
to thirty percent (30%) of the gross proceeds from Future Financings of the Pubco post-Closing (“Future Commission”), including
the proceeds from JAK Financings (for the avoidance of doubt, excluding the proceeds from the Initial Tranche (as defined below) of the
JAK Financings), to offset the Remaining Deferred Amount, until such time as the Remaining Deferred Amount equals to 0. |
| 5. | Lock up. Chardan agrees not to sell or otherwise
dispose of any Pubco Common Shares until the earlier of (A) such date as JAK completes the disposal, sale or trade of the Commitment
Shares (as defined in the Purchase Agreement) issuable to Initial Tranche (as defined in the Purchase Agreement), and (B) JAK initiates
any discussions of the subsequent Tranche under the Purchase Agreement. |
If within 6 months of the
date hereof, the Remaining Deferred Amount is equal to or below 0, Chardan shall immediately stop any sale of the Chardan Shares and any
Chardan Shares still owned by Chardan shall be promptly returned to the Pubco for cancellation. Notwithstanding anything to the contrary,
within the 6-month period past the date hereof, Chardan shall only recover no more than the Deferred Underwriting Commission and in the
event of the Remaining Deferred Amount being below 0 at any time, Chardan shall promptly repay the surplus amount to Pubco. Chardan further
acknowledges that the Chardan Obligation shall be considered to have been satisfied by the fulfilment of the following paragraphs during
that 6-month period: 1. Closing Commission, 2. Registration Rights, 3. Right of First Refusal, and 4. Future Commission;
provided that, in aggregate, proceeds from performance under these paragraphs total at least the Chardan Obligation.
(Signatures to follow)
IN WITNESS WHEREOF, the undersigned, by
authority duly given, has caused this Acknowledgement to be executed and delivered by the undersigned or by its duly authorized officer
as of the date first written above.
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A SPAC I Acquisition Corp. |
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By: |
/s/ Claudius Tsang |
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Name: |
Claudius Tsang |
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Title: |
CEO |
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NewGenIvf
Limited |
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By: |
/s/
Alfred Siu |
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Name: |
Alfred Siu |
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Title: |
Managing Director |
| Accepted by: |
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| Chardan Capital Markets, LLC |
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| By: |
/s/ George Kaufman |
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| Name: |
George Kaufman |
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| Title: |
Partner and Head of Investment Banking |
|
EXHIBIT A
JOINDER TO REGISTRATION RIGHTS AGREEMENT
THIS
JOINDER TO REGISTRATION RIGHTS AGREEMENT (this “Joinder”) is made and entered into as of March 1, 2024
by the undersigned parties hereto. Reference is hereby made to that certain Registration
Rights Agreement, dated as of February 2022 (as it may be amended from
time to time, including by this Joinder, the “Agreement”), by and among A SPAC I Acquisition Corp. (“Company”)
and the undersigned parties listed under Holders on the signature page (the “Holders”) of the Agreement. Capitalized
terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
WITNESSETH THAT:
WHEREAS, pursuant to Section 5.5 of the
Agreement, Chardan wishes to become a party to the Agreement and bound by the terms there of in accordance with the terms of the Agreement
and this Joinder, and the other parties to the Agreement desire to have Chardan become a party to the Agreement in accordance with the
terms of the Agreement and this Joinder; and
WHEREAS, the parties wish to accommodate
the Assignment pursuant to the terms and conditions of this Joinder.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
| 1. | Chardan hereby: (i) acknowledges that Chardan has received and reviewed a complete copy of the Agreement,
including the exhibits and schedules thereto; and (ii) acknowledges and agrees that upon execution and delivery of this Joinder to the
Company and the Sponsor, Chardan shall become a party to the Agreement, and will be fully bound by, and subject to, all of the terms and
conditions of the Agreement, as amended or modified by this Joinder, as a party thereunder as though an original party thereto for all
purposes of the Agreement. |
| 2. | Chardan agrees to execute and deliver such further instruments and documents and do such further acts
as the Company or the Holders may deem reasonably necessary or proper to carry out more effectively the purposes of the Agreement or this
Joinder. |
| 3. | THIS JOINDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. This Joinder and the Agreement, together with the other documents
or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement by the Chardan with respect
to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, by the Chardan
with respect to its subject matter. The terms of this Joinder shall be governed by, enforced, construed and interpreted in a manner consistent
with the provisions of the Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned, by
authority duly given, has caused this Joinder to be executed and delivered by the undersigned or by its duly authorized officer as of
the date first written above.
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CHARDAN CAPITAL MARKETS, LLC |
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By: |
/s/ George Kaufman |
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Name: |
George Kaufman |
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Title: |
Partner and Head of Investment Banking |
Acknowledged and Accepted as of the date first set forth above:
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HOLDERS: |
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THE COMPANY: |
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A SPAC I Acquisition Corp. |
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a British Virgin Islands business company |
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|
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By: |
/s/ Claudius Tsang |
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Name: |
Claudius Tsang |
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Title: |
CEO |
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A SPAC (HOLDINGS) ACQUISITION CORP. |
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a British Virgin Islands business company |
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By: |
/s/ Claudius Tsang |
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Name: |
Claudius Tsang |
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Title: |
Authorised Signatory |
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By: |
FONG HEI YUE, TINA |
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/s/ Alfred Siu |
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By: |
SIU WING FUND, Alfred |
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/s /Tina Fong |
Exhibit B
REGISTRATION RIGHTS AGREEMENT
A SPAC I Acquisition (NASDAQ:ASCAU)
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