UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 001-39977
Baosheng Media Group Holdings Limited
East Floor 5
Building No. 8, Xishanhui
Shijingshan District, Beijing 100041
People’s Republic of China
+86-010-82088021
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x
Form 40-F ¨
Entry into Purchase Agreement
On February 7, 2024, Baosheng Media Group Holdings
Limited, a company formed under the laws of the Cayman Islands (the “Company”), entered into a securities purchase agreement
(the “Purchase Agreement”) with VG Master Fund SPC (the “Investor”), under which, subject to specified terms and
conditions, the Company may sell and issue in its discretion, up to US$2,000,000 of the Company’s ordinary shares (the “Ordinary
Shares”) to the Investor, from time to time during the period commencing on February 7, 2024 and ending on the earlier of (i) the
date on which the Investor shall have cumulatively purchased such number of Ordinary Shares pursuant to the Purchase Agreement equal to
US$2,000,000 or (ii) February 6, 2025.
Additionally, pursuant to the Purchase Agreement,
the Company agreed to file a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”), covering
the offering and sale of the Ordinary Shares issued under the Purchase Agreement.
In consideration for entering into the Purchase
Agreement, the Company will issue up to US$30,000 of Ordinary Shares to the Investor as consideration for the Investor’s commitment
to purchase up to US$2,000,000 of Ordinary Shares under the Purchase Agreement, subject to certain adjustments therein. The purchase price
per Ordinary Share for each purchase under the Purchase Agreement will be equal to eighty percent of the lowest daily closing price of
the Ordinary Shares as reported on the Nasdaq Stock Market during the five business days beginning on and including the date that the
Investor receives the Company’s written purchase notice under the Purchase Agreement.
The Company may elect to terminate the Purchase
Agreement at any time, without any cost or penalty. The Investor has agreed that neither it nor any of its agents, representatives or
affiliates shall engage in or effect any direct or indirect short-selling or hedging of the Ordinary Shares during any time prior to the
termination of the Purchase Agreement.
The Company’s net proceeds under the Purchase
Agreement will depend on the frequency of sales and the number of shares sold to the Investor and the prices at which the Company sells
shares to the Investor. The Company expects that any net proceeds it receives from such sales will be used for general corporate purposes,
including working capital.
The foregoing descriptions of the Purchase Agreement
are qualified in their entirety by reference to the full text of the Purchase Agreement, which is attached to this Report of Foreign Private
Issuer on Form 6-K as Exhibit 10.1 and incorporated herein by reference.
This report shall not constitute an offer to sell
or a solicitation of an offer to buy any Ordinary Shares, nor shall there be any sale of Ordinary Shares in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
Incorporation by Reference
This report on Form 6-K, including
Exhibit 5.1, Exhibit 10.1 and Exhibit 23.1 hereto, shall be deemed to be incorporated by reference into the registration
statement on Form F-3 (File No. 333-273720) of the Company, as amended, and to be a part thereof from the
date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Baosheng Media Group Holdings Limited |
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| Date: February 7, 2024 |
By: |
/s/ Shasha Mi |
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Name: |
Shasha Mi |
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Title: |
Chief Executive Officer |
Exhibit 5.1
Our ref SQG/772613-000001/28689797v2
Baosheng Media Group Holdings Limited
宝盛传媒集团控股有限公司
East Floor 5, Building No. 8, Xishanhui
Shijingshan District, Beijing 100041
People’s Republic of China
7 February 2024
Dear Sirs
Baosheng Media Group Holdings Limited 宝盛传媒集团控股有限公司
We have acted as Cayman Islands legal advisers
to Baosheng Media Group Holdings Limited 宝盛传媒集团控股有限公司(the
"Company") in connection with the Company’s registration statement on Form F-3, including all amendments or
supplements thereto (the "Registration Statement"), initially filed on 4 August 2023 with the Securities and Exchange
Commission under the U.S. Securities Act of 1933, as amended to date relating to securities to be issued and sold by the Company from
time to time, and the prospectus supplement dated 7 February 2024 (the "Prospectus Supplement") relating to the
sale of up to US$2,030,000 of ordinary shares of the Company of a par value of US$0.0096 each (the “Shares”) in accordance
with the Securities Purchase Agreement dated 7 February 2024 entered into between the Company and the relevant Purchaser named therein
(the "Securities Purchase Agreement").
We are furnishing this opinion and consent as
Exhibits 5.1 and 23.1 to the Company's current report on Form 6-K which will be incorporated by reference into the Registration Statement
and the Prospectus Supplement (the "Form 6-K").
For the purposes of this opinion, we have reviewed
only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation
of the Company dated 4 December 2018. |
| 1.2 | The amended and restated memorandum
and articles of association of the Company as conditionally adopted by a special resolution passed on 20 July 2020 and effective
on 10 February 2021 (the "Memorandum and Articles"). |
| 1.3 | The written resolutions of the
board of directors of the Company dated 19 July 2023 and 16 January 2024 (the "Resolutions"). |
| 1.4 | A certificate from a director
of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
| 1.5 | A certificate of good standing
dated 5 February 2024, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
| 1.6 | The Registration Statement and
the Form 6-K. |
| 1.7 | The Prospectus Supplement. |
| 1.8 | The Securities Purchase Agreement. |
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without
further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the
Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect
the opinions set out below. |
| 2.4 | The Company will have sufficient authorised capital to effect the issue of the Shares at the time of issuance. |
| 2.5 | There is nothing contained in the minute book or the corporate records of the Company (which we have not
inspected) which would or might affect the opinions hereinafter appearing. |
| 2.6 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to subscribe for the Shares. |
Based upon the foregoing and subject to the qualifications set out
below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company is US$9,600,000 divided into 1,000,000,000 ordinary shares
of a par value US$0.0096 each. |
| 3.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for
as contemplated in the Registration Statement, the Prospectus Supplement and the Securities Purchase Agreement, the Shares will be legally
issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered
in the register of members (shareholders). |
| 3.4 | The statements under the caption "Taxation" in or incorporated by reference into the prospectus
and the Prospectus Supplement forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands
law, are accurate in all material respects and that such statements constitute our opinion. |
The opinions expressed above are subject to the
following qualifications:
| 4.1 | To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must
be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.2 | Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as
prima facie evidence of any matters which the Companies Act directs or authorises to be inserted in it. A third party interest in the
shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in
the event of fraud or manifest error). |
| 4.3 | In this opinion the phrase "non-assessable" means, with respect to the Shares in the Company,
that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation
pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by
the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
Except as specifically stated herein, we make
no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents
or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this
opinion.
We hereby consent to the filing of this
opinion as an exhibit to the Form 6-K, and to the reference to our name under the headings "Enforcement of Civil
Liabilities" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement and the
Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission
thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Director's Certificate
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase
Agreement is entered into effective as February 7, 2024 (this “Agreement”), by and between Baosheng Media Group
Holdings Ltd, a Cayman Islands exempted company (the “Company”), and VG Master Fund SPC, an exempted company incorporated
with limited liability under the laws of the Cayman Islands (the “Investor”).
WHEREAS, the Company
has prepared and filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-3
(File No. 333-273720) registering certain securities of the Company under the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations thereunder. Such registration statement (including exhibits to such registration
statement) and base prospectus contained therein, was declared effective on September 26, 2023, is herein called the “Registration
Statement.” As used herein, “Base Prospectus” means the prospectus contained in the Registration Statement
at the time it was declared effective. “Prospectus Supplement” means the prospectus supplement relating to the offering
of the Securities (as defined herein), to be filed by the Company with the SEC pursuant Rule 424(b)(5). “Prospectuses”
means the Prospectus Supplement (and any additional prospectus supplements prepared in accordance with the provisions of this Agreement
and filed with the SEC in accordance with the General Instructions of Form F-3) together with the Base Prospectus and together with
any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”)
relating to the Securities that (i) is required to be filed with the SEC by the Company or (ii) is exempt from filing pursuant
to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the SEC or, if not required to be filed, in the
form retained in the Company’s records pursuant to Rule 433(g);
WHEREAS, under the
Registration Statement, the Company may, from time to time, in one or more offerings, issue up to One Hundred Million Dollars ($100,000,000)
in any combination, together or separately, of the Company’s Ordinary Shares (the “Shares”), par value $0.0096
per share, debt securities, warrants, rights, and units, or any combination thereof, as described in the Prospectus;
WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, and pursuant to the Registration Statement, the Investor
shall purchase, from time to time, as provided herein, and the Company shall issue and sell to the Investor in its sole and absolute
discretion, the Shares with value up to $2,000,000 of the Shares; and
WHEREAS, in consideration
for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares (as
defined herein), pursuant to and in accordance with Section 6.4.
NOW, THEREFORE, the
parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1. DEFINED
TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to
be equally applicable to both the singular and plural forms of the terms defined):
“Share”
or “Ordinary Share”shall
mean the Ordinary Shares of the Company, par value US$0.0096 per share.
“Share Equivalents”
means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Shares, including, without
limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Shares.
“Agreement”
shall have the meaning specified in the preamble hereof.
“Average Daily Trading
Volume” shall mean the median daily trading volume of the Company’s Shares over the most recent five (5) Business
Days prior to the respective Purchase Notice Date, as reported by Bloomberg.
“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
“Beneficial Ownership
Limitation” shall have the meaning specified in Section 7.2(g).
“Bloomberg”
means Bloomberg, L.P.
“Business Day”
shall mean a day on which the Principal Market shall be open for business.
“Claim Notice”
shall have the meaning specified in Section 9.3(a).
“Clearing Costs”
shall mean the Investor’s broker costs with respect to the deposit of Purchase Notice Shares in respect of each Purchase Notice
that are actually incurred by the Investor, in an amount not to exceed $500.
“Closing”
shall mean the closing of a purchase and sale of Shares pursuant to Section 2.2(b).
“Commitment Amount”
shall mean $2,000,000.
“Commitment Period”
shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have
cumulatively purchased a number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) February 7,
2025.
“Commitment Shares”
shall have the meaning set forth in Section 6.4.
“Closing Date”
shall have the meaning set forth in Section 2.2(b).
“Company”
shall have the meaning specified in the preamble to this Agreement.
“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“Current Report”
has the meaning set forth in Section 6.2.
“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).
“Disclosure Schedules”
means the Disclosure Schedules of the Company delivered concurrently herewith.
“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.
“DTC/FAST Program”
shall mean the DTC’s Fast Automated Securities Transfer Program.
“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.
“DWAC Eligible”
shall mean that (a) the shares are eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,
without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Purchase Notice Shares
and Commitment Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Purchase Notice Shares and Commitment Shares, as applicable, via DWAC.
“DWAC Shares”
means Shares that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale
and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under the
DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.
“Execution Date”
shall mean the date of this Agreement.
“Floor Price”
shall mean $0.70.
“Indemnified Party”
shall have the meaning specified in Section 9.1.
“Indemnifying Party”
shall have the meaning specified in Section 9.1.
“Indemnity Notice”
shall have the meaning specified in Section 9.3(b).
“Investment Amount”
shall mean the Purchase Notice Amount less Clearing Costs.
“Investment Limit”
shall mean $2,000,000 subject to increase at the sole discretion of the Investor.
“Investor”
shall have the meaning specified in the preamble to this Agreement.
“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse
Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company that is material
and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with
the ability of the Company to enter into and perform its obligations under any Transaction Document.
“PEA Period”
shall mean the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Business Day immediately prior
to the filing of any post-effective amendment to the Registration Statement or any new registration statement, or any annual and quarterly
report, and ending at 9:30 a.m., New York City time, on the Business Day immediately following (i) the effective date of such post-effective
amendment of the Registration Statement or such new registration statement, or (ii) the date of filing of such annual and quarterly
report, as applicable.
“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
“Principal Market”
shall mean any of the national exchanges (i.e. NYSE, NYSE American, Nasdaq Stock Market LLC), or principal quotation systems (i.e. the
OTCQX Best Market, the OTCQB Venture Market, and the Pink Open Market), or other principal exchange or recognized quotation system which
is at the time the principal trading platform or market for the Shares.
“Purchase Amount”
means a dollar amount equal to the closing price of the Shares on the Business Day before the Purchase Notice Date multiplied by the
number of shares listed in the respective Purchase Notice.
“Purchase Notice”
shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to the Investor setting forth the
number of Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.
“Purchase Notice
Amount” shall mean the number of Purchase Notice Shares referenced in the applicable Purchase Notice multiplied by the Purchase
Price.
“Purchase Notice
Date” shall have the meaning specified in Section 2.2(a).
“Purchase Notice
Limit” shall mean for any Purchase Notice the Investor’s committed obligation under each Purchase Notice shall not exceed
the Investment Limit; the maximum amount of Purchase Notice Shares the Company may require the Investor to purchase per each Purchase
Notice shall be the lesser of: (i) 200% of the Average Daily Trading Volume or (ii) the Investment Limit divided by the highest
closing price of the Shares over the most recent five (5) Business Days including the respective Purchase Notice Date. Notwithstanding
the forgoing, the Investor may waive the Purchase Notice Limit at any time to allow the Investor to purchase additional shares under
a Purchase Notice.
“Purchase Notice
Shares” shall mean the Shares that the Company shall be entitled to issue as set forth in the applicable Purchase Notices in
accordance with the terms and conditions of this Agreement.
“Purchase Price”
shall mean 80% of the lowest daily closing price of the Shares during the Valuation Period.
“Registration Statement”
shall have the meaning specified in the preamble hereof.
“Regulation D”
shall mean Regulation D promulgated under the Securities Act.
“Rule 144”
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
“SEC Documents”
shall have the meaning specified in Section 4.5.
“Securities”
mean all the Purchase Notice Shares and all Commitment Shares issued to the Investor by the Company pursuant to this Agreement.
“Securities Act”
shall mean the Securities Act of 1933, as amended.
“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under
the Securities Act.
“Termination”
shall mean any termination outlined in Section 10.5.
“Transaction Documents”
shall mean this Agreement, and all schedules and exhibits hereto.
“Transfer Agent”
shall mean the Transhare Corporation, as the transfer agent and registrar for the Ordinary Shares of the Company.
“Valuation Period”
shall mean the five (5) consecutive Business Days commencing on and including the Purchase Notice Date. For the avoidance of doubt,
the Purchase Notice Date shall be the first Business Day in the Valuation Period.
“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Pink Open Market operated by OTC Markets Group
Inc. (or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such
security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually
determined by the Company and the Investor. If the Company and the Investor are unable to agree upon the fair market value of such security,
then such dispute shall be resolved in accordance with the procedures in Section 10.16. All such determinations shall be
appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such
period.
ARTICLE II
PURCHASE AND SALE OF SHARE
Section 2.1 PURCHASE
NOTICES. Upon satisfaction of the terms and conditions set forth herein (including, without limitation, the provisions of Article VII),
the Company shall have the right, but not the obligation, to require the Investor, by its delivery to the Investor of a Purchase Notice
from time to time, to purchase Purchase Notice Shares provided that the amount of Purchase Notice Shares shall not exceed the Purchase
Notice Limit, subject to the Beneficial Ownership Limitation set forth in Section 7.2(g). Furthermore, the Company shall
not deliver any Purchase Notices to the Investor during the PEA Period. Notwithstanding the foregoing, the Company may not submit a Purchase
Notice to the Investor if the Purchase Amount is less than $30,000 or if the most recent closing price of the Company’s Shares
is below the Floor Price, unless waived by the Investor in writing.
Section 2.2 MECHANICS.
(a) PURCHASE
NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver
a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein.
A Purchase Notice shall be deemed delivered on the Business Day when Exhibit A (Form of Purchase Notice) is received by email
by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been completed as confirmed by the Investor’s
custodian or the account(s) designated by the Investor, provided, however, the next Business
Day shall be the Purchase Notice Date if the applicable Purchase Notice Shares are received by the Investor’s custodian or the
account(s) designated by the Investor after 9:00 am New York Time, unless waived by the Investor (the “Purchase Notice
Date”). Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled
by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.
(b) CLOSING.
The Closing of a Purchase Notice shall occur three (3) Business Days after the Valuation Period (the “Closing Date”)
whereby (i) the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Closing Date, the applicable Investment
Amount by wire transfer of immediately available funds to an account designated by the Company .
(c) Method
of Offer and Sale. The Shares may be offered and sold (A) in privately negotiated transactions with the prior written
consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the
market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal
Market or sales made into any other existing trading market of the Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF INVESTOR
The Investor represents and
warrants to the Company that:
Section 3.1 INTENT.
The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state securities
laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time in accordance with
federal and state securities laws applicable to such disposition.
Section 3.2 NO
ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel
and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment
advice with respect to the transactions contemplated by this Agreement or the securities laws of any jurisdiction. The Investor is acquiring
the Securities hereunder in the ordinary course of its business. The Investor acknowledges and agrees that the Company neither makes
nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set
forth in Section 4 hereof.
Section 3.3 ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such
experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.
The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.
Section 3.4 AUTHORITY.
The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents and the consummation by it
of the transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or authorization
of the Investor is required. Each of the Transaction Documents to which it is a party has been duly executed by the Investor, and when
delivered by the Investor in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Investor
enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
Section 3.5 NOT
AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the
Securities Act) of the Company.
Section 3.6 ORGANIZATION
AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and
authority to enter into and to consummate the transactions contemplated by the Transaction Documents.
Section 3.7 ABSENCE
OF CONFLICTS. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby
and thereby and compliance with the requirements hereof and thereof, will not (a) result in a violation of the organizational documents
of the Investor; (b) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor,
(c) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which
the Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (d) result in the creation
or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary
duty owed by the Investor to any third party, or (e) require the approval of any third-party (that has not been obtained) pursuant
to any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of
its assets, operations or management may be subject.
Section 3.8 DISCLOSURE;
ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed by the Company and the Disclosure
Schedules of the Company delivered concurrently herewith and has had access to all publicly available information with respect to the
Company.
Section 3.9 MANNER
OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.
Section 3.10 No
Short Sales. At no time has the Investor, any of its agents, representatives or affiliates engaged in or effected, in any manner
whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO
of the Exchange Act) of the Shares or (ii) hedging transaction, which establishes a net short position with respect to the Shares
that remains in effect as of the date of this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the SEC Documents and
the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise
made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company represents
and warrants to the Investor, as of the date hereof, that:
Section 4.1 ORGANIZATION
OF THE COMPANY. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the Cayman Islands,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
The Company is not in violation or default of any of the provisions of its amended and restated memorandum and articles of association
currently in effect or other organizational or charter documents in any material aspect. The Company is duly qualified to conduct business
and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Section 4.2 AUTHORITY.
The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents.
The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company
or its Board of Directors or shareholders is required. The Transaction Documents have been duly executed and delivered by the Company
and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable principles of general application.
Section 4.3 CAPITALIZATION.
The authorized share capital of the Company and the shares thereof issued and outstanding were as set forth in the SEC Documents (as
defined in Section 4.5 hereof) as of the dates reflected therein. All of the outstanding Ordinary Shares have been duly authorized
and validly issued, and are fully paid and non-assessable. Except as set forth in the SEC Documents and as set forth under Schedule
4.10, there are no agreements or arrangements under which the Company is obligated to register the sale of any securities under the
Securities Act. Except as set forth in the SEC Documents, no Shares are entitled to preemptive rights and there are no outstanding debt
securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional
shares of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into or exchangeable for, any shares of the Company other than those issued or granted in the
ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary
transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the SEC Documents,
the Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the Company.
Except as set forth in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that
will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein
or therein. The Company has filed with the SEC true and correct copies of the Company’s amended and restated memorandum and articles
of association as in effect as of the date hereof (the “Charter”).
Section 4.4 LISTING
AND MAINTENANCE REQUIREMENTS. The Shares are registered pursuant to Section 12(b) of the Exchange Act. Except as otherwise
disclosed in SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal
Market on which the Shares are listed to the effect that the Company is not in compliance with the listing or maintenance requirements
of such Principal Market.
Section 4.5 SEC
DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) thereof, for the one
(1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when
filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared in accordance with the United States generally
accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise
indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent
they may not include footnotes or may be condensed) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on
its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting transactions in securities of the Company.
Section 4.6 VALID
ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents.
Section 4.7 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 Purchase Notice Shares and Commitment
Shares, do not and will not: (a) result in a violation of the Company’s Charter or other organizational or charter documents,
(b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a material
default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”
or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of any
federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect). The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental
entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The
Company is not required under foreign, federal, state or local law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its
obligations under the Transaction Documents other than (i) the filing with the SEC of the Prospectus Supplement (as defined below),
(ii) submission of an application to the Principal Market for the listing of the Shares for trading thereon in the time and manner
required thereby; (iii) the submission of a filing with the China Securities Regulatory Commission in connection with the transactions
contemplated under the Transaction Documents; and (iv) any other SEC or state securities filings that may be required to be made
by the Company in connection with the issuance of Purchase Notice Shares and Commitment Shares or subsequent to any Closing; provided
that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Investor herein.
Section 4.8 NO
MATERIAL ADVERSE EFFECT. Since the date of the latest audited financial statements included within the SEC Documents, no event has
occurred that would have a Material Adverse Effect on the Company that has not been disclosed.
Section 4.9 LITIGATION
AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents and Schedule 4.9, there are no material actions, suits, investigations,
inquiries or similar proceedings (however any governmental agency may name them) pending or, to the knowledge of the Company, threatened
against or affecting the Company or its properties, nor has the Company received any written or oral notice of any such action, suit,
proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award
has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a
Material Adverse Effect. 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 or any current or former director or officer of the Company.
Section 4.10 REGISTRATION
RIGHTS. Except as set forth in Schedule 4.10, no Person has any right to cause the Company to effect the registration under
the Securities Act of any securities of the Company.
Section 4.11 ACKNOWLEDGMENT
REGARDING INVESTOR’S PURCHASE OF SECURITIES. The Company acknowledges and agrees that the Investor 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 the Investor is not (i) an officer or director of the Company, or (ii) an “affiliate” (as
defined in Rule 144) of the Company. The Company further acknowledges that the Investor is not acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated
hereby and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Purchase
Notice Shares. The Company further represents to the Investor that the Company’s decision to enter into the Transaction
Documents has been based solely on the independent evaluation by the Company and its representatives.
Section 4.12 NO
GENERAL SOLICITATION. Neither the Company, nor any of its Subsidiaries or 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.
Section 4.13 NO
INTEGRATED OFFERING. None of the Company, its affiliates, and 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 cause this offering of
the Securities to be integrated with prior offerings for purposes of any applicable shareholder approval provisions, including, without
limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the
Company are listed or designated, but excluding shareholder consents required to authorize and issue the Securities or waive any anti-dilution
provisions in connection therewith.
Section 4.14 [Intentionally
Omitted.]
Section 4.15 REGISTRATION
STATEMENT. The Company has prepared and filed the Registration Statement. The Registration Statement is effective under the Securities
Act and the Company has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order
with respect to the Registration Statement or the Base Prospectus or that the SEC otherwise has (i) suspended or withdrawn the effectiveness
of the Registration Statement or (ii) issued any order preventing or suspending the use of the Base Prospectus or any prospectus
supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution”
section of the Based Prospectus permits the issuance of the Securities hereunder. The SEC has not notified the Company of any objection
to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. At the time of the filing
of the Registration Statement the Company was, and as of the Execution Date, the Company is, eligible to use Form F-3. All corporate
action required to be taken for the authorization, issuance and sale of the Purchase Notice Shares has been duly and validly taken. The
Purchase Notice Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement
and the Base Prospectus.
ARTICLE V
COVENANTS OF INVESTOR
Section 5.1 SHORT
SALES AND CONFIDENTIALITY. Neither the Investor, nor any agents, representatives or affiliate of the Investor acting on its behalf
or pursuant to any understanding with it, will execute any short sales, as such term is defined in Rule 200 of Regulation SHO, during
the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO,
the sale after delivery of the Purchase Notice of such number of Shares reasonably expected to be purchased under the Purchase Notice
shall not be deemed a short sale. Subject to Section 5.2, the parties acknowledge and agree that during the Valuation Period,
the Investor may contract for, or otherwise effect, the resale of the subject purchased Purchase Notice Shares to third-parties. The
Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in
accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and
the information included in the Transaction Documents.
Section 5.2 COMPLIANCE
WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to the Shares will be in compliance with all
applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market. The
Investor is not a “broker”
or a “dealer”
within the meanings of Section 3 of the Exchange Act and the Investor’s
performance of any of its obligations under this Agreement or dealing with the securities of the Company on the open market is in compliance
with the relevant rules and regulations, including but not limited to, Rule 15a-6 of the Exchange Act.
ARTICLE VI
COVENANTS OF THE COMPANY
Section 6.1 LISTING
OF SHARES. The Company shall use its commercially reasonable best efforts to maintain the continued listing or quotation and trading
of the Shares on the Principal Market (including, without limitation, maintaining sufficient net tangible assets, if required) and will
comply in all respects with the Company’s reporting, filing and other obligations under the rules of the Principal Market.
Section 6.2 FILING
OF CURRENT REPORT. The Company agrees that it shall file a Current Report on Form 6-K, including the Transaction Documents as
exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the execution of the transactions contemplated
by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company
shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least three (3) Business
Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use
its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day
from the date the Investor receives it from the Company.
Section 6.3 FILING
OF REGISTRATION STATEMENT. The Company shall file with the SEC, within ten (10) Business Days from the date hereof, a prospectus
supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”).
The Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this
Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance
on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required
to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned
“Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus
Supplement within a reasonable time prior to its filing with the SEC. The Company shall give reasonable consideration to all such comments,
and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The
Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor
and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the
sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation
and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration
Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, will comply in all material respects
with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice
Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Prospectuses, as amended or supplemented, as of their respective dates,
did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from
the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any amendments or supplements thereto, made
in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly
for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the
final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter
to file with the SEC any post-effective amendment to the Registration Statement or the Prospectuses in order to comply with Section 5(b) or
10 of the Securities Act.
Section 6.4 ISSUANCE
OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of, and performance under this Agreement,
the Company shall cause the Transfer Agent to issue certain number of Shares (the “Commitment Shares”) to the Investor.
The amount of Commitment Shares to be issued to the Investor shall equal 1.5% of the Commitment Amount divided by the closing price of
the Shares on the Business Day prior to the date of the execution of this Agreement (the “Total Commitment Shares”).
The Company shall issue to the Investor (i) 50% of the Total Commitment Shares after the closing of the purchase and sale of the
Purchase Notice Shares pursuant to the first Purchase Notice; and (ii) 50% of the Total Commitment Shares after the receipt by the
Company of aggregate gross proceeds of at least $1,000,000; provided, however, in the event that the aggregate gross proceeds received
by the Company under this Agreement are less than $1,000,000, the number of Total Commitment Shares issuable to the Investor shall equal
0.75% of the Commitment Amount divided by the closing price of the Shares on the Business Day prior to the date of the execution of this
Agreement, to be issued to the Investor after the closing of the purchase and sale of the Purchase Notice Shares pursuant to the first
Purchase Notice. The Company shall include in the Prospectus Supplement filed with the SEC, all Commitment Shares, provided that, in
addition to all other remedies at law or in equity or otherwise under this Agreement, failure to do so will result in liquidated damages
of $2,000.00, being immediately due and payable to the Investor at its election in the form of cash payment.
ARTICLE VII
CONDITIONS TO DELIVERY OF
PURCHASE NOTICE AND CONDITIONS TO CLOSING
Section 7.1 CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The right of the Company to issue and sell the Purchase
Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:
(a) ACCURACY
OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.
(b) PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.
(c) PRINCIPAL
MARKET REGULATION. The Company shall not issue any Purchase Notice Shares, and the Investor shall not have the right to receive any
Purchase Notice Shares, if the issuance of such Purchase Notice Shares would exceed the aggregate number of Shares which the Company
may issue without breaching the Company’s obligations under the rules or regulations of the Principal Market.
Section 7.2 CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE THE PURCHASE NOTICE SHARES. The obligation of the Investor hereunder to purchase
the Purchase Notice Shares is subject to the satisfaction of each of the following conditions:
(a) EFFECTIVE
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for the offering
of the Securities and (i) the Company shall not have received notice that the SEC has issued or intends to issue a stop order with
respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement,
either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal
of the effectiveness of, such Registration Statement or the Prospectuses shall exist. The Investor shall not have received any notice
from the Company that any of the Prospectuses or any amendments or supplements thereto, fails to meet the requirements of Section 5(b) or
Section 10 of the Securities Act.
(b) ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties
specifically made as of a particular date).
(c) PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company.
(d) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
(e) ADVERSE
CHANGES. Since the date of filing of the Company’s most recent annual report on Form 20-F, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred unless as otherwise announced by the Company in the SEC Documents.
(f) NO
SUSPENSION OF TRADING IN OR DELISTING OF SHARES. The trading of the Shares shall not have been suspended by the SEC or the Principal
Market, or otherwise halted for any reason, and the Shares shall have been approved for listing or quotation on and shall not have been
delisted from or no longer quoted on the Principal Market.
(g) BENEFICIAL
OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of
such shares that, when aggregated with all other Shares then owned by the Investor beneficially or deemed beneficially owned by the
Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in
accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the amount
of Shares outstanding is greater or lesser on a Closing Date than on the date upon which the Purchase Notice associated with such
Closing Date is given, the amount of Shares outstanding on such issuance of a Purchase Notice shall govern for purposes of
determining whether the Investor, when aggregating all purchases of Shares made pursuant to this Agreement, would own more than the
Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with
a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company, the
Investor shall provide the Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially
owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of the Ordinary Shares outstanding
immediately after giving effect to the issuance of Shares issuable pursuant to a Purchase Notice. To the extent that the Beneficial
Ownership Limitation is exceeded, the number of Shares issuable to the Investor shall be reduced so it does not exceed the
Beneficial Ownership Limitation. Upon mutual agreement of the Company and the Investor, expressed in writing upon not less than 61
days’ prior written notice, the Beneficial Ownership Limitation may be increased to 9.99% of the number of Ordinary Shares
outstanding immediately prior to the issuance of Shares issuable pursuant to a Purchase Notice. Any such increase from 4.99% to
9.99% will not be effective until the 61st day after such notice is agreed to by the parties.
(h) [Reserved.]
(i) NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness
of the Registration Statement to be suspended or any of the Prospectuses failing to meet the requirement of Sections 5(b) or 10
of the Securities Act (which event is more likely than not to occur within the fifteen (15) Business Days following the Business Day
on which such Purchase Notice is deemed delivered).
(j) NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Notice Shares shall not violate the shareholder approval
requirements of the Principal Market.
(k) DWAC
ELIGIBLE. The Shares must be DWAC eligible and not subject to a “DTC chill”.
(l) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed
by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the
applicable time periods prescribed for such filings under the Exchange Act.
ARTICLE VIII
LEGENDS
Section 8.1 NO
RESTRICTIVE STOCK LEGEND. No restrictive legend shall be placed on the share certificates representing the Purchase Notice Shares
and Commitment Shares.
Section 8.2 INVESTOR’S
COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all
applicable securities laws upon the sale of the Shares.
ARTICLE IX
INDEMNIFICATION
Section 9.1 INDEMNIFICATION.
Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers,
directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages
(excluding loss of profits), and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising
out of this Agreement or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any
covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or prospectus or prospectus
supplement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus
or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not misleading, as such Damages are incurred, except to the
extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this
Agreement or the Indemnified Party’s, negligence or willful misconduct in performing its obligations under this Agreement; provided,
however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to
the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an
Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified
Party for use in the Registration Statement, any post-effective amendment thereof, prospectus, prospectus supplement thereto, or any
preliminary prospectus or final prospectus (as amended or supplemented).
Section 9.2 INDEMNIFICATION
PROCEDURE.
(a) A
party that seeks indemnification hereunder must promptly give the other party notice of any legal action, but a delay in notice does
not relieve an Indemnifying Party of any liability to any Indemnified Party, except to the extent the Indemnifying Party shows that the
delay prejudiced the defense of the action.
(b) The
Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified Parties.
After assuming the defense, the Indemnifying Party:
(i) must
select counsel (including local counsel if appropriate) that is reasonably satisfactory to the Indemnified Parties;
(ii) must
not compromise or settle the action without the Indemnified Parties’ consent (which may not be unreasonably withheld); and
(iii) is
not liable for any compromise or settlement made without its consent.
(c) If
the Indemnifying Party fails to assume the defense within ten (10) business days after receiving notice of the action, the Indemnifying
Party shall be bound by any determination made in the action or by any compromise or settlement made by the Indemnified Parties, and
also remains liable to pay the Indemnified Parties’ reasonable legal fees and expenses.
Section 9.3 METHOD
OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall
be asserted and resolved as follows:
(a) In
the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted
against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”)
with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness
after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been
prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable
within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity
Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount
of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost
and expense, to defend the Indemnified Party against such Third Party Claim.
(i) If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified
Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right
to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such
Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the
payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2).
The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided,
however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying
Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings
or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and
provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense
of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim
controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party
shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take
over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under
Section 9.2 with respect to such Third Party Claim.
(ii) If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously
and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,
then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith
or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified
Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s
defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s
request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the
Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement
controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with
respect to such participation.
(iii) If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified
Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute
Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to
such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand.
If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying
Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however,
that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute
such legal action as it deems appropriate.
(b) In
the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve
a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2
specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party.
The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the
extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify
the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described
in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand.
If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying
Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the
dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal
action as it deems appropriate.
(c) The
Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
(d) The
indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.
ARTICLE X
MISCELLANEOUS
Section 10.1 GOVERNING
LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York
without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive
jurisdiction of the United States federal and state courts located in New York, New York, with respect to any dispute arising under
the Transaction Documents or the transactions contemplated thereby.
Section 10.2 JURY
TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.
Section 10.3 ASSIGNMENT.
The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors.
Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person without
the prior written consent of the other party.
Section 10.4 NO
THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as contemplated by Article IX.
Section 10.5 TERMINATION.
The Company may terminate this Agreement at any time in the event of a material breach of the Agreement by the Investor, which shall
be effected by written notice being sent by the Company to the Investor. In addition, this Agreement shall automatically terminate on
the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the meaning of any Bankruptcy
Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided,
however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor
set forth in this Article X shall survive the termination of this Agreement. This Agreement may also be terminated by the Company
at any time for any reason by giving written notice to the Investor.
Section 10.6 ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits thereto, contain the entire understanding of the Company and the
Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents and exhibits.
Section 10.7 FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay the Clearing Costs
associated with each Closing.
Section 10.8 COUNTERPARTS.
The Transaction Documents may be executed in multiple counterparts, each of which may be executed by less than all of the parties and
shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and
all of which together shall constitute one and the same instrument. The Transaction Documents may be delivered to the other parties hereto
by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.
Section 10.9 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any party.
Section 10.10 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 the 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.
Section 10.11 NO
STRICT 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.
Section 10.12 EQUITABLE
RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under
this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees that the Investor shall
be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. In addition
to being entitled to exercise all rights provided herein or granted by law, both parties will be entitled to specific performance under
the Transaction Documents.
Section 10.13 TITLE
AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered
in construing or interpreting this Agreement.
Section 10.14 AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and no provision
of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought.
No failure or delay 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.
Section 10.15 PUBLICITY.
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect
to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement,
other than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld
or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party
shall provide the other party with prior notice of such public statement. The Investor acknowledges that the Transaction Documents may
be deemed to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that
the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities
Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined
solely by the Company, in consultation with its counsel.
Section 10.16 DISPUTE
RESOLUTION.
(a) Submission
to Dispute Resolution.
(i) In
the case of a dispute relating to the Average Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be) (including, without
limitation, a dispute relating to the determination of any of the foregoing), the Company or the Investor (as the case may be) shall
submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within three (3) Business Days
after the occurrence of the circumstances giving rise to such dispute or (B) if by the Investor at any time after the Investor learned
of the circumstances giving rise to such dispute. If the Investor and the Company are unable to promptly resolve such dispute relating
to such Average Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be), at any time after the second (2nd) Business
Day following such initial notice by the Company or the Investor (as the case may be) of such dispute to the Company or the Investor
(as the case may be), then an independent, reputable investment bank selected by the Company and approved by the Investor shall resolve
such dispute.
(ii) The
Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in
accordance with the first sentence of this Section 10.16 and (B) written documentation supporting its position with
respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which such investment bank was selected (the “Dispute Submission Deadline”) (the documents referred to
in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)
(it being understood and agreed that if either the Investor or the Company fails to so deliver all of the Required Dispute Documentation
by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be
entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with
respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was
delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company
and the Investor or otherwise requested by such investment bank, neither the Company nor the Investor shall be entitled to deliver or
submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute
Documentation).
(iii) The
Company and the Investor shall cause such investment bank to determine the resolution of such dispute and notify the Company and the
Investor of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees
and expenses of such investment bank shall be borne solely by the party submitting such dispute, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.
(b) Miscellaneous. Both
the Company and the Investor expressly acknowledge and agree that (i) this Section 10.16 constitutes an agreement
to arbitrate between the Company and the Investor (and constitutes an arbitration agreement) only with respect to such dispute in
connection with Section 10.16(a)(i) and that both the Company and the Investor are authorized to apply for an order
to compel arbitration in order to compel compliance with this Section 10.16, (ii) the terms of this Agreement and
each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the
applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings,
determinations and the like that such investment bank determines are required to be made by such investment bank in connection with
its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the
like to the terms of this Agreement and any other applicable Transaction Documents, (iii) the Company and the Investor shall
have the right to submit any dispute other than described in Section 10.16(a) to any state or federal court sitting
in The City of New York and (iv) nothing in this Section 10.16 shall limit the Company or the Investor from
obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in
this Section 10.16). The Company and the Investor agree that all dispute resolutions may be conducted in a virtual
setting to be mutually agreed by both parties.
Section 10.17 NOTICES.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air courier service with charges
prepaid for next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF, addressed as set forth below or
to such other address as such party shall have specified most recently by written notice given in accordance herewith. Any notice or
other communication required or permitted to be given hereunder shall be deemed effective upon hand delivery or delivery by email at
the address designated below (if delivered on a Business Day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a Business Day during normal business hours where such notice
is to be received).
The addresses for such communications
shall be:
If to the Company:
Baosheng Media Group Holdings Ltd
East Floor 5, Building No. 8 Xishanhui
Shijingshan District, Beijing 100041
The People’s Republic of China
Attention: Shasha Mi, Chief Executive
Officer
Email:
with a copy (not constituting notice)
to:
Hunter Taubman Fischer & Li
LLC
950 Third Avenue, 19th Floor
New York, NY 10022
Attention: Ying Li, Esq.
Email:
If to the Investor:
VG Master Fund SPC
94 Solaris Avenue, Camana Bay
PO Box 1348, Grand Cayman KY1-1108
Cayman Islands
Attention: Jessica Liu
Email:
Either party hereto may from time to time change
its address or email for notices under this Section 10.17 by giving prior written notice of such changed address to the other
party hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
| | Baosheng
Media Group Holdings Ltd |
| | |
|
| | |
By: |
/s/
Shasha Mi |
| | |
Name: |
Shasha
Mi |
| | |
Title: |
Chief
Executive Officer |
| | |
|
| | VG
Master Fund SPC |
| | |
|
| | |
By: |
/s/
Jessica Liu |
| | |
Name: |
Jessica
Liu |
| | |
Title: |
Managing
Partner |
EXHIBIT A
FORM OF PURCHASE NOTICE
TO: VG Master Fund SPC
We refer to the Securities Purchase
Agreement, dated as of February 7, 2024 (the “Agreement”), entered into by and between Baosheng Media Group Holdings
Ltd and VG Master Fund SPC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning
when used herein.
We hereby:
1) Give you notice that we require you to purchase
__________ Purchase Notice Shares; and
2) Certify that, as of the date hereof, the conditions
set forth in Section 7 of the Agreement are satisfied.
| |
Baosheng
Media Group Holdings Ltd |
| |
|
|
| |
By: |
|
| |
Name: |
Shasha
Mi |
| |
Title: |
Chief
Executive Officer |
Baosheng Media (NASDAQ:BAOS)
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