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 July
2023
Commission File Number:
001-35755
BIT BROTHER LIMITED
(Translation of registrant’s
name into English)
15/F, Block A, Kineer
Business Centre
53 Binjiang Road, Yuelu
District
Changsha, Hunan Province,
China 410023
Tel: +86-0731-82290658
(Address of principal
executive office)
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 ☒ Form
40-F ☐
Registered Direct Offering
On July 14, 2023, Bit Brother
Limited (the “Company”) entered into certain securities purchase agreement (the “Purchase Agreement”)
with certain non-affiliated institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell
200,000,000 of its Class A ordinary shares (“Ordinary Shares”) in a registered direct offering (the “Offering”),
for gross proceeds of approximately $50 million. The purchase price for each Ordinary Share is $0.25.
The Company agreed in the
Purchase Agreement that it would not issue any Ordinary Shares, or ordinary share equivalents for thirty (30) calendar days following
the closing of the Offering subject to certain exceptions.
The Company currently intends
to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on July 21, 2023.
A copy of the form of the
Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing summary of the terms of the
Purchase Agreement is subject to, and qualified in its entirety by such document.
On July 14, 2023, the Company
issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein
by reference. A copy of the legal opinion issued by the Company’s British Virgin Islands counsel Harney Westwood & Riegels LP
is attached hereto as Exhibit 5.1.
Exhibits
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.
Dated: July 21, 2023
|
BIT BROTHER LIMITED |
|
|
|
|
By: |
/s/ Xianlong Wu |
|
Name: |
Xianlong Wu |
|
Title: |
Chief Executive Officer and Chairman |
2
Exhibit 5.1
|
Harney
Westwood & Riegels LP
Craigmuir
Chambers
PO
Box 71
Road
Town
Tortola
VG1110
British
Virgin Islands
Tel:
+1 284 494 2233
Fax:
+1 284 494 3547 |
18 July 2023
george.weston@harneys.com
+1 284 852 4333
051431.0015-GYW-MTT
To: | The Company (as defined below) |
Dear Sirs
Bit Brother Limited, Company No 1682727 (the
Company)
We are informed that:
| (1) | the Company filed a registration statement on Form F-3 (File No. 333-256628) (as amended) with the Securities
and Exchange Commission (SEC) on 28 May 2021 (the Registration Statement) pursuant to the Securities Act of
1933 of the United States of America, utilizing a shelf registration process relating to the securities described in the prospectus supplement,
which registration statement was declared effective on 8 June 2021. On 20 January 2023, the Company filed with the SEC a prospectus supplement
where the Company offered an aggregate of 1,569,444 (the Shares) of its Class A ordinary shares, no par value (Class
A Ordinary Shares),and warrants to purchase up to 2,354,166 Class A Ordinary Shares. |
| (2) | under this shelf registration process, the Company may, from time to time, issue up to $200 million in
the aggregate of ordinary shares, preferred shares, debt securities, warrants, and units and rights. |
We are lawyers qualified to practise in the British
Virgin Islands and have been asked to provide this legal opinion to you in connection with the Company’s Registration Statement.
The Registration Statement relates to the registration of 200,000,000 Class A Ordinary Shares as further described in the prospectus supplement
to be filed with the SEC as a supplement to that prospectus filed with the Registration Statement and the Transaction Document (as defined
in Schedule 1).
For the purposes of giving this opinion, we have
examined the Documents (as defined in Schedule 1). We have not undertaken or been instructed to undertake any further enquiry or due diligence
in relation to the transaction which is the subject of this opinion.
In giving this opinion we have relied upon the
assumptions set out in Schedule 2 which we have not verified.
A
list of partners is available for inspection at our offices.
Bermuda
legal services provided through an association with Zuill & Co. |
|
Anguilla
| Bermuda | British Virgin Islands
Cayman
Islands | Cyprus | Hong Kong | London
Montevideo
| Shanghai | Singapore | Vancouver
www.harneys.com |
Based solely upon the foregoing examinations and
assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3,
we are of the opinion that under the laws of the British Virgin Islands:
| 1 | Existence and Good Standing. The Company is a company duly incorporated with limited liability,
and is validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and
is subject to suit in its own name. |
| 2 | Capacity and Power. The execution and delivery of the Transaction Document (as such terms are defined
in Schedule 1) by the Company and the performance of its obligations thereunder, including the issue of the Shares are within the corporate
capacity and power of the Company and have been duly authorised and approved by all necessary corporate action of the Company. |
| 3 | No Conflict. The execution, performance and delivery of the Transaction Document do not violate,
conflict with or result in a breach of: |
| (a) | any of the provisions of the Company’s Memorandum and Articles of Association; |
| (b) | any law or regulation applicable to the Company in the British Virgin Islands currently in force; or |
| (c) | any existing order or decree of any governmental or regulatory authority or agency in the British Virgin
Islands. |
| 4 | Due Execution. The Transaction Document has been duly executed for and on behalf of the Company
in accordance with the Resolutions (as defined in Schedule 1). |
| 5 | Enforceability. The Transaction Document will be treated by the courts of the British Virgin Islands
as the legally binding and valid obligations of the Company, enforceable in accordance with their terms. |
| 6 | Shares. The Company is authorised to issue an unlimited number of Class A Ordinary Shares. Each
Share will, (i) when issued in accordance with the Registration Statement and the duly passed Resolutions, (ii) once consideration per
Share is received by the Company, and (iii) once the name of the shareholder is entered on the register of members of the Company as the
holder of the Share, be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required
to be paid by the holders thereof). |
| 7 | Authorisation and Approvals. No authorisations, consents, orders, permissions or approvals are
required from any governmental, regulatory or judicial authority or agency in the British Virgin Islands and no notice to or other filing
with or action by any British Virgin Islands governmental, regulatory or judicial authority is required in connection with: |
| (a) | the execution and delivery of the Transaction Document; |
| (b) | the exercise of any of the Company’s rights under the Transaction Document; |
| (c) | the performance of any of the Company’s obligations under the Transaction Document; or |
| (d) | the payment of any amount under the Transaction Document. |
| 8 | Filings. It is not necessary to ensure the legality, validity, enforceability or admissibility
in evidence of Transaction Document that any document be filed, recorded or enrolled with any governmental, regulatory or judicial authority
in the British Virgin Islands. |
| 9 | Judgment Currency. Any monetary judgment in a court of the British Virgin Islands in respect of
a claim brought in connection with the Transaction Document is likely to be expressed in the currency in which such claim is made as such
courts have discretion to grant a monetary judgment expressed otherwise than in the currency of the British Virgin Islands. |
| 10 | Taxes. There are no stamp duties, income taxes, withholdings, levies, registration taxes, or other
duties or similar taxes or charges now imposed, or which under the present laws of the British Virgin Islands could in the future become
imposed, in connection with the enforcement or admissibility in evidence of the Transaction Document or on any payment to be made by the
Company or any other person pursuant to the Transaction Document. |
| 11 | Interest. There is no applicable usury or interest limitation law in the British Virgin Islands
which would restrict the recovery of payments or performance by the Company of its obligations under the Transaction Document. |
| 12 | Enforcement of Judgments. Any final and conclusive monetary judgment for a definite sum obtained
against the Company in the courts of the State of New York in the United States of America (the Court) would be treated
by the courts of the British Virgin Islands as a cause of action in itself and sued upon as a debt at common law so that no retrial of
the issues would be necessary provided that: |
| (a) | the Court had jurisdiction in the matter and the Company either submitted to such jurisdiction or was
resident or carrying on business within such jurisdiction and was duly served with process; |
| (b) | the judgment given by the Court was not in respect of penalties, fines, taxes or similar fiscal or revenue
obligations; |
| (c) | in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given
or on the part of the Court; |
| (d) | recognition or enforcement in the British Virgin Islands would not be contrary to public policy; and |
| (e) | the proceedings pursuant to which judgment was obtained were not contrary to the principles of natural
justice. |
| 13 | Adverse Consequences. Under the laws of the British Virgin Islands, none of the parties to the
Transaction Document (other than the Company) will be deemed to be resident, domiciled or carrying on any commercial activity in the British
Virgin Islands or subject to any tax in the British Virgin Islands by reason only of the execution and performance of the Transaction
Document, nor is it necessary for the execution, performance and enforcement of the Transaction Document that any such party be authorised
or qualified to carry on business in the British Virgin Islands. |
| 14 | Choice of Law and Jurisdiction. The choice of the law of the State of New York in the United States
of America (New York) as the proper law of the Transaction Document would be upheld as a valid choice of law by the courts
of the British Virgin Islands and applied by such courts in proceedings in relation to the Transaction Document as the proper law thereof
and the submission by the Company to the jurisdiction of the courts of New York is valid and binding as a matter of British Virgin Islands
law. |
| 15 | Pari Passu Obligations. The obligations of the Company under the Transaction Document constitute
direct obligations that (save as expressly subordinated thereby) rank at least pari passu with all its other unsecured obligations
(other than those preferred by law). |
| 16 | Exchange Controls. There are no foreign exchange controls or foreign exchange regulations under
the currently applicable laws of the British Virgin Islands. |
| 17 | Sovereign Immunity. The Company is not entitled to claim immunity from suit or enforcement of a
judgment on the ground of sovereignty or otherwise in the courts of the British Virgin Islands in respect of proceedings against it in
relation to the Transaction Document and the execution of the Transaction Document and performance of its obligations under the Transaction
Document by the Company constitute private and commercial acts. |
| 18 | Searches. No court proceedings pending against the Company are indicated by our searches of the
British Virgin Islands High Court Registry referred to at paragraph 4 of Schedule 1. |
On the basis of our searches of the
British Virgin Islands Registry of Corporate Affairs and the British Virgin Islands High Court Registry referred to at paragraphs 3 and
4 of Schedule 1, no currently valid order or resolution for liquidation of the Company and no current notice of appointment of a receiver
over the Company or any of its assets appears on the records maintained in respect of the Company at the Registry of Corporate Affairs.
This opinion is confined to the matters expressly
opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin
Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction.
We express no opinion as to matters of fact. 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 the Transaction Document. We express no opinion with respect to
the commercial terms of the transactions the subject of this opinion.
This opinion is rendered for your benefit and
the benefit of your legal counsel (in that capacity only) in connection with the transactions contemplated by the Transaction Document.
It may be disclosed to your successors and assigns only with our prior written consent. It may not be disclosed to or relied on by any
other party or for any other purpose.
Yours faithfully
Harney Westwood & Riegels LP
Schedule
1
List of Documents and Records Examined
| 1 | a copy of the Certificate of Incorporation and Memorandum and Articles of Association of the Company obtained
from the Registry of Corporate Affairs on 17 July 2023; |
| 2 | the records and information certified by FH Corporate Services Ltd., the registered agent of the Company,
on 18 July 2023 of the statutory documents and records maintained by the Company at its registered office (the Registered Agent’s
Certificate); |
| 3 | the public records of the Company on file and available for inspection at the Registry of Corporate Affairs,
Road Town, Tortola, British Virgin Islands on 17 July 2023; |
| 4 | the records of proceedings on file with, and available for inspection on 17 July 2023 at the High Court
of Justice, British Virgin Islands; |
| 5 | a certificate of good standing issued by the Registrar of Corporate Affairs with respect to the Company
dated 17 July 2023; |
| 6 | a copy of the unanimous written resolutions of the board of directors of the Company dated 12 July 2023
approving the Company’s entry into, and authorising the execution and delivery by, the Company of the Transaction Document (the
Resolutions); |
(1 - 6 above are the Corporate Documents),
and
| 7 | a copy of the securities purchase agreement dated as of 14 July 2023 (the Transaction Document)
entered into between Wei Yuzhong, Liao Hui, Liao Jun, Zhao Xiang, Wu Yongju, Ou Qingming, Wei Aizhen, Xie Juan, Yan Wenxiang, Zhu Liping,
Liao Congying, Liao Can, Yan Qing, Yan Fuying, Huang Xiaotian, Song Qiang, Wu Ya, Wang Panhui, Wei Shuzhen and Xie Yinghui as purchasers
and the Company in respect of the issuance of Class A Ordinary Shares in the Company (the Shares). |
The Corporate Documents and the Transaction Document
are collectively referred to in this opinion as the Documents.
Schedule
2
Assumptions
| 1 | Validity under Foreign Laws. That (i) each party to the Transaction Document (other than the Company)
has the necessary capacity, power and authority to enter into the Transaction Document and perform its obligations thereunder, and each
such party has duly executed the Transaction Document (ii) the Transaction Document constitute or will constitute valid, legally binding
and enforceable obligations of each of the parties thereto under the laws of New York by which law they are expressed to be governed;
(iii) all formalities required under the laws of New York and any other applicable laws (other than the laws of the British Virgin Islands)
have been complied with; and (iv) no other matters arising under any foreign law will affect the views expressed in this opinion. |
| 2 | Choice of Laws. The choice of the laws of New York selected to govern the Transaction Document
has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction
and all other relevant jurisdictions (other than the British Virgin Islands) and the entry into and performance of the Transaction Document
will not cause any of the parties thereto to be in breach of any agreement or undertaking. |
| 3 | Directors. The board of directors of the Company considers the execution of the Transaction Document
and the transactions contemplated thereby to be in the best interests of the Company and no director has a financial interest in or other
relationship to a party or the transactions contemplated by the Transaction Document which has not been properly disclosed in the Resolutions. |
| 4 | Bona Fide Transaction. No disposition of property effected by the Transaction Document is
made for an improper purpose or wilfully to defeat an obligation owed to a creditor. |
| 5 | Solvency. The Company was on the date of execution of the Transaction Document able to pay its
debts as they fall due, and entering into the Transaction Document will not cause the Company to become unable to pay its debts as they
fall due. |
| 6 | Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals
are genuine, all copies of Documents are true and correct copies and the Transaction Document conforms in every material respect to the
latest drafts of the same produced to us and, where the Transaction Document has been provided to us in successive drafts marked-up to
indicate changes to such documents, all such changes have been so indicated. |
| 7 | Corporate Documents. All matters required by law to be recorded in the Corporate Documents are
so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete,
and all facts expressed in or implied thereby are accurate and complete, and the information recorded in the Registered Agent’s
Certificate was accurate as at the date of the passing of the Resolutions. |
| 8 | Stamp Duty. The Company does not own (directly or indirectly) an interest in land in the British
Virgin Islands. |
| 9 | No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to
appoint a liquidator of the Company and no receiver has been appointed over any of the property or assets of the Company. |
| 10 | Resolutions. The Resolutions remain in full force and effect. |
| 11 | Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents
or arrangements which materially affect, amend or vary the transactions envisaged in the Documents. |
Schedule
3
Qualifications
| 1 | Enforceability. The term enforceable as used above means that the obligations assumed
by the Company under the relevant instrument are of a type which the courts of the British Virgin Islands enforce. It does not mean that
those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| (a) | Insolvency. Rights and obligations may be limited by bankruptcy, insolvency, liquidation, winding-up,
reorganisation, moratorium, readjustment of debts, arrangements and other similar laws of general application affecting the rights of
creditors. |
| (b) | Limitation Periods. Claims under the Transaction Document may become barred under the Limitation
Act 1961 relating to the limitation of actions in the British Virgin Islands or may be or become subject to defences of set-off, estoppel
or counterclaim. |
| (c) | Equitable Rights and Remedies. Equitable rights may be defeated by a bona fide purchaser
for value without notice. Equitable remedies such as injunctions and orders for specific performance are discretionary and will not normally
be available where damages are considered an adequate remedy. |
| (d) | Fair Dealing. Strict legal rights may be qualified by doctrines of good faith and fair dealing
- for example a certificate or calculation as to any matter might be held by a British Virgin Islands court not to be conclusive if it
could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error. |
| (e) | Prevention of Enforcement. Enforcement may be prevented by reason of fraud, coercion, duress, undue
influence, unreasonable restraint of trade, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts. |
| (f) | Penal Provisions. Provisions, for example, for the payment of additional interest in certain circumstances,
may be unenforceable to the extent a court of the British Virgin Islands determines such provisions to be penal. |
| (g) | Currency. A British Virgin Islands court retains a discretion to denominate any judgment in US
dollars. |
| (h) | Confidentiality. Provisions imposing confidentiality obligations may be overridden by the requirements
of legal process. |
| (i) | Award of costs. In principle the courts of the British Virgin Islands will award costs and disbursements
in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules
of the High Court will be applied in practice. |
| (j) | Inappropriate Forum. The courts of the British Virgin Islands may decline to exercise jurisdiction
in relation to substantive proceedings brought under or in relation to the Transaction Document in matters where they determine such proceedings
may be tried in a more appropriate forum. |
| (k) | Financial Services Business. An agreement made by a person in the course of carrying on unlicensed
financial services business is unenforceable against the other party to the agreement under section 50F of the Financial Services Commission
Act 2001. |
| 2 | Public Records. Records reviewed by us may not be complete for various reasons. In particular you
should note that: |
| (a) | in special circumstances the court may order the sealing of the court record, which would mean that a
record of the court action would not appear on the High Court register; |
| (b) | failure to file notice of appointment of a receiver with the Registry of Corporate Affairs does not invalidate
the receivership but merely gives rise to penalties on the part of the receiver; |
| (c) | a liquidator of a British Virgin Islands company has 14 days after their appointment within which they
must file notice of their appointment at the Registry of Corporate Affairs; and |
| (d) | although amendments to the Memorandum and Articles of Association of a company are normally effective
from the date of registration with the Registry of Corporate Affairs, it is possible for a British Virgin Islands court to order that
they be treated as being effective from an earlier date, and searches would not reveal the amendments until the court order was subsequently
filed, |
and accordingly our searches would
not indicate such issues.
| 3 | Severability. The courts in the British Virgin Islands will determine in their discretion whether
or not an illegal or unenforceable provision may be severed. |
| 4 | Several Remedies. In certain circumstances provisions in the Transaction Document that (i) the
election of a particular remedy does not preclude recourse to one or more others, or (ii) delay or failure to exercise a right or remedy
will not operate as a waiver of any such right or remedy, may not be enforceable. |
| 5 | Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes
in the Transaction Document. |
| 6 | Amendment. A British Virgin Islands court would not treat as definitive a statement in a contract
that it could only be amended or waived in writing but would be able to consider all the facts of the case particularly where consideration
had passed to determine whether a verbal amendment or waiver had been effected and if it found that it had such verbal amendment or waiver
would be deemed to have also amended the stated requirement for a written agreement. |
| 7 | Good Standing. To maintain the Company in good standing under the laws of the British Virgin Islands,
annual licence fees must be paid to the Registrar of Corporate Affairs. |
| 8 | Conflict of Laws. An expression of an opinion on a matter of British Virgin Islands law in relation
to a particular issue in this opinion should not necessarily be construed to imply that the British Virgin Islands courts would treat
British Virgin Islands law as the proper law to determine that issue under its conflict of laws rules. |
| 9 | Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations
and European Union sanctions as implemented under the laws of the British Virgin Islands. |
| 10 | Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the
Company with the Economic Substance (Companies and Limited Partnerships) Act 2018. |
| 11 | Shares. A Share is deemed to be issued when the name of the Shareholder is entered into the register
of members of the Company. |
8
Exhibit 99.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”)
is dated as of July [ ], 2023, between Bit Brother Limited, a British Virgin Islands company (the “Company”), and each purchaser
identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS, subject to the terms and conditions
set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities
Act”) as to the Shares (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally
and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere
in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Action” shall have the meaning ascribed to such
term in Section 3.1(j).
“Affiliate” means any Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and
construed under Rule 405 under the Securities Act.
“Board of Directors” means the board of directors
of the Company.
“Business Day” means any day except any Saturday,
any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New
York are authorized or required by law or other governmental action to close.
“BVI Counsel” means Harney Westwood & Riegels
LP, with offices located at Craigmuir Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands.
“Closing” means the closing of the purchase and
sale of the Shares pursuant to Section 2.1.
“Closing Date” means the Trading Day on which all
of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the
Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Shares, in each case,
have been satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof.
“Commission” means the United States Securities
and Exchange Commission.
“Company Counsel” means Hunter Taubman Fischer &
Li, LLC, with offices located at 950 Third Avenue, 19th Floor, New York, New York 10022.
“Disclosure Schedules” means the Disclosure Schedules
of the Company delivered concurrently herewith.
“Evaluation Date” shall have the meaning ascribed
to such term in Section 3.1(s).
“Exchange Act” means the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt Issuance” means the issuance of (a) Ordinary
Shares or options to employees, officers, directors or advisors of the Company pursuant to any stock or option plan duly adopted for such
purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose for services rendered to the Company, provided, however, such issuance shall not exceed 5% of the
Ordinary Shares issued and outstanding as of the date hereof, (b) securities upon the exercise or exchange of or conversion of any securities
exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that
such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend
the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in
Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and
provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
“FCPA” means the Foreign Corrupt Practices Act of
1977, as amended.
“GAAP” shall have the meaning ascribed to such term
in Section 3.1(h).
“Indebtedness” shall have the meaning ascribed to
such term in Section 3.1(aa).
“Intellectual Property Rights” shall have the meaning
ascribed to such term in Section 3.1(p).
“Legend Removal Date” shall have the meaning ascribed
to such term in Section 4.1(c).
“Liens” means a lien, charge, pledge, security interest,
encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse Effect” shall have the meaning
assigned to such term in Section 3.1(b).
“Material Permits” shall have the meaning ascribed
to such term in Section 3.1(n).
“Ordinary Shares” means the Class A ordinary shares
of the Company, no par value per share, and any other class of securities into which such securities may hereafter be reclassified or
“Ordinary Share Equivalents” means any securities
of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation,
any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, Ordinary Shares
“Per Share Purchase Price” equals US$0.25, subject
to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary
Shares that occur after the date of this Agreement.
“Person” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency
or subdivision thereof) or other entity of any kind.
“Proceeding” means an action, claim, suit, investigation
or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced
or threatened.
“Prospectus” means the final prospectus filed for
the Registration Statement.
“Prospectus Supplement” means the supplement to
the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each
Purchaser at the Closing.
“Purchaser Party” shall have the meaning ascribed
to such term in Section 4.8.
“Registration Statement” means the effective registration
statement with Commission file No. 333-256628 which registers the sale of the Shares to the Purchasers.
“Required Approvals” shall have the meaning ascribed
to such term in Section 3.1(e).
“Rule 144” means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 424” means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC Reports” shall have the meaning ascribed to
such term in Section 3.1(h).
“Securities Act” means the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.
“Shares” means the Ordinary Shares issued or issuable
to each Purchaser pursuant to this Agreement.
“Short Sales” means all “short sales”
as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing Ordinary
Shares).
“Subscription Amount” means, as to each Purchaser,
the aggregate amount to be paid for Shares purchased hereunder as specified below such Purchaser’s name on the signature page of
this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.
“Subsidiary” means any subsidiary of the Company
and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
“Trading Day” means a day on which the principal
Trading Market is open for trading.
“Trading Market” means any of the following markets
or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing).
“Transaction Documents” means this Agreement, all
exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated
hereunder.
“Transfer Agent” means VStock Transfer, the current
transfer agent of the Company, with a mailing address of 18 Lafayette Place, Woodmere, New York 11598, and any successor transfer agent
of the Company.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing. On the Closing Date, upon the terms and subject
to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to
an aggregate of US$50,000,000 of Shares. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed
by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company
shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall
deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth
in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually
agree. Settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing
Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly
to the account(s) of each Purchaser; upon receipt of such Shares, the Purchasers shall promptly make payment by wire transfer to the Company).
Notwithstanding anything to the contrary hereunder, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser
(together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Holder’s
Affiliates) would beneficially own in excess of 9.99% of the number of Ordinary Shares outstanding immediately prior to giving effect
to the issuance of the Shares on the Closing Date (“Beneficial Ownership Maximum”), such Purchaser may elect to receive
only the Beneficial Ownership Maximum at the Closing with the balance of any share purchased hereunder, if any, held in abeyance for such
Purchaser and issued immediately following the Closing provided in no event shall such Purchaser’s beneficial ownership ever exceed
the Beneficial Ownership Maximum.
2.2 Deliveries.
(a) On or prior to the Closing Date, the Company shall deliver or cause
to be delivered to each Purchaser the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably
acceptable to each Purchaser:
(i) this Agreement duly executed by the Company;
(ii) legal opinions of (x) Company Counsel with respect to
U.S. laws and securities matters; and (y) BVI Counsel with respect to British Virgin Islands laws;
(iii) a duly executed and delivered Officer’s Certificate;
(iv) subject to the last sentence of Section 2.1, a copy
of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository
Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription
Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and
(v) the Prospectus and Prospectus Supplement (which may be
delivered in accordance with Rule 172 under the Securities Act).
(b) On or prior to the Closing Date, each Purchaser shall deliver or
cause to be delivered to the Company the following:
(i) this Agreement duly executed by such Purchaser; and
(ii) such Purchaser’s Subscription Amount, which shall
be made available for “Delivery Versus Payment” settlement with the Company or its designee.
2.3 Closing Conditions.
(a) The obligations of the Company hereunder in connection with the
Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent
representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations
and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such
date);
(ii) all obligations, covenants and agreements of each Purchaser
required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items set forth
in Section 2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection
with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent
representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date
of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be
accurate as of such date);
(ii) all obligations, covenants and agreements of the Company
required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth
in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with
respect to the Company since the date hereof; and
(v) from the date hereof to the Closing Date, trading in
the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time
prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or
minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor
shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred
any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or
any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable
or inadvisable to purchase the Shares at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Company. Except as
set forth in 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
hereby makes the following representations and warranties to each Purchaser:
(a) Subsidiaries. All of the direct and indirect subsidiaries
of the Company and their respective jurisdictions of incorporation are set forth on Schedule 3.1(a). The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued
and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive
and similar rights to subscribe for or purchase securities.
(b) Organization and Qualification. The Company and each of
the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on
its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its
respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the
Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity 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: (i) a material adverse
effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), 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.
(c) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of
the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors
or the Company’s shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement
and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and,
when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligations of the Company enforceable
against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
liquidation, possessory liens, rights of set off, merger, consolidation, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally as well as applicable international sanctions, (ii) as limited by laws relating
to the statutory limitation of the time within which proceedings may be brought or availability of specific performance, injunctive relief
or other equitable remedies, (iii) insofar as indemnification and contribution provisions may be limited by applicable law and (iv) that
such obligations (a) may not be given effect to by a British Virgin Islands court if and to the extent they constitute the payment of
an amount which is in the nature of a penalty and (b) may not be given effect by a British Virgin Islands court to the extent that they
are to be performed in a jurisdiction outside the British Virgin Islands and such performance would be illegal under the laws of that
jurisdiction.
(d) No Conflicts. The execution, delivery and performance by
the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares and the
consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision
of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party
or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of clause (ii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.
(e) Filings, Consents and Approvals. The Company is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the
Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, and (ii) the filing
with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares
for trading thereon in the time and manner required thereby.
(f) Issuance of the Shares; Registration. The Shares 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 nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized unissued
shares the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration
Statement in conformity with the requirements of the Securities Act, which became effective on June 8, 2021 (the “Effective Date”),
including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration
Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement
or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been
instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations
of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any
amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments
thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement
thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain an 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 Company was at the time of the
filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it
meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during
the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5 of Form F-3.
(g) Capitalization. The capitalization of the Company as of
the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares
owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any shares since its
most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee stock purchase plans and pursuant
to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report
under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase
and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person
any right to subscribe for or acquire, any Ordinary Shares or the capital stock of any Subsidiary, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents
or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue Ordinary
Shares or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g),
there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound
to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement. All of the outstanding shares of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Shares. There are no
stockholders agreements, voting agreements or other similar agreements with respect to the Company’s shares to which the Company
is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
(h) SEC Reports; Financial Statements. 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) or 15(d) thereof, for the two years 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, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as
the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such
SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, 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 the light of the circumstances under which they were made, not misleading. Additionally, any further documents
so filed and incorporated by reference in the Prospectus and Prospectus Supplement, when such documents are filed with the Commission,
will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable,
and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting
any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information
set forth therein is required to be filed with the Commission. The Company has never been an issuer subject to Rule 144(i) under the Securities
Act. As of their respective dates, the financial statements of the Company included in the SEC Reports complied in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time
of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for 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. The agreements and documents described in the Registration Statement, the Prospectus, the Prospectus Supplement,
and the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectus,
the Prospectus Supplement or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not
been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or
by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Prospectus, the Prospectus Supplement
or the SEC Reports, or (ii) is material to the Company’s business (each, a “Material Agreement”), has been duly
authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company
and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of
specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefore may be brought. No Material Agreement has been assigned by the Company, and neither
the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder
that has had or that could reasonably be expected to result in a Material Adverse Effect. To the best of the Company’s knowledge,
performance by the Company of the material provisions of the Material Agreements will not result in a violation of any existing applicable
law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations. The other
financial and statistical information included in the SEC Reports present fairly, in all material respects, the information included therein
and have been prepared on a basis consistent with that of the financial statements that are included in the SEC Reports and the books
and records of the respective entities presented therein.
(i) Material Changes; Undisclosed Events, Liabilities or Developments.
Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i),
(i) there has been no event, occurrence or development, including changes generally affecting the medical devices industry, that has had
or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Shares contemplated by this Agreement or as set forth on Schedule 3.1(i), no event,
liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect
to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that
would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made
that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Other than as set forth
on Schedule 3.1(i), the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent,
for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect of its capital stock.
(j) Litigation. Except as set forth on Schedule 3.1(j),
there has not been, and to the knowledge of the Company, there is not pending or contemplated, any action, suit, inquiry, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or
any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,
state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the Shares, (ii) could, if there were an unfavorable decision, have
or reasonably be expected to result in a Material Adverse Effect or (iii) are not expected to have a material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former
director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(k) Labor Relations. Except as set forth on Schedule 3.1(k),
no labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could
reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member
of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of
its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and
regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the
failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(l) Compliance. Except as set forth on Schedule 3.1(l),
neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse
Effect.
(m) Environmental Laws. The Company and its Subsidiaries (i)
are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment
(including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges,
releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively,”
Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved
thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any
such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect.
(n) Regulatory Permits. The Company and the Subsidiaries possess
all certificates, authorizations, approvals, orders, licenses and permits issued by the appropriate federal, state, local or foreign regulatory
authorities, including, without limitations, those administered by the U.S. Food and Drug Administration (“FDA”) of
the U.S. Department of Health and Human Services, the Centers for Medicare & Medicaid Services (“CMA”), or by any
foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA or CMS
necessary to conduct their respective businesses as described in the SEC Reports, including but not limited to, China Food and Drug Administration,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (each, a “Material
Permit”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit. The disclosures in the Registration Statement concerning the effects of federal, state, local and all foreign
regulation on the Company’s business as currently contemplated are correct in all material respects.
(o) Title to Assets. The Company and the Subsidiaries have good
and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by
them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens
as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such
property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves
have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property
and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with
which the Company and the Subsidiaries are in compliance which the failure to so have could have a Material Adverse Effect.
(p) Intellectual Property. The Company and the Subsidiaries
have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets,
inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection
with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect
(collectively, the “Intellectual Property Rights”). Schedule 3.1(p) sets forth all of the Intellectual Property
Rights that the Company and its Subsidiaries own or have the rights to use. Neither the Company nor any Subsidiary has received, since
the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any
knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably
be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have
taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where
failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(q) Sales During Pre-Settlement Period. Notwithstanding anything
herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser,
through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells
to any Person all, or any portion, of any Ordinary Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement
Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company),
be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement
Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such
Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further
that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser
as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Ordinary Shares to any Person and that any such decision
to sell any Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.
(r) Transactions With Affiliates and Employees. Except as set
forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company,
none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other
than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending
of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,
member or partner, in each case in excess of US$120,000 other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements
under any stock option plan of the Company.
(s) Sarbanes-Oxley; Internal Accounting Controls. Except as
disclosed in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure
that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period
covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its
Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting
of the Company and its Subsidiaries.
(t) Certain Fees. No brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The
Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees
of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(u) Investment Company. The Company is not, and is not an Affiliate
of, and immediately after receipt of payment for the Shares, will not be or be an Affiliate of, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not
become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.
(v) Registration Rights. Except as provided in this Agreement,
no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of
the Company or any Subsidiary.
(w) Listing and Maintenance Requirements. The Ordinary Shares
are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its
knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act nor has the Company
received any notification that the Commission is contemplating terminating such registration. Except as set forth on Schedule 3.1(w),
the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Ordinary Shares
are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of
such Trading Market. The Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another
established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established
clearing corporation) in connection with such electronic transfer.
(x) Application of Takeover Protections. The Company and the
Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate
of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers
as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents,
including without limitation as a result of the Company’s issuance of the Shares and the Purchasers’ ownership of the Shares.
(y) Disclosure. 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 any of the Purchasers or their agents or counsel with any information that it believes constitutes or might
constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and
confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of
the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading. There are no documents required to be filed with
the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities
Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the
Preliminary Prospectus or Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described
or filed as required. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken
as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The statistical
and market-related data included in the Prospectus and Prospectus Supplement, if any, are based on or derived from sources that the Company
reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on
the basis of data derived from such sources. The Company has obtained all consents required for the inclusion of such statistical and
market-related data in the Prospectus and Prospectus Supplement. No forward-looking statement (within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act) contained in the Prospectus or Prospectus Supplement has been made or reaffirmed without
a reasonable basis or has been disclosed other than in good faith. The Company acknowledges and agrees that no Purchaser makes or has
made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereof.
(z) No Integrated Offering. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its
or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(aa) Solvency. Based on the consolidated financial condition
of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Shares hereunder,
(i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the
Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s
assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including
its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected
capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the
Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur
debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect
of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization
or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. For the avoidance
of doubt, such reorganization does not include the Company’s mergers, acquisitions or other strategic transactions which are not
for the primary purpose of avoiding bankruptcy. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured
Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of US$50,000 (other than trade
accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect
of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the
notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
course of business; and (z) the present value of any lease payments in excess of US$50,000 due under leases required to be capitalized
in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb) Tax Status. Except for matters that would not, individually
or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i)
has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably
adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company or of any Subsidiary know of no basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements
filed with or as part of the Registration Statement, Prospectus and Prospectus Supplement are sufficient for all accrued and unpaid taxes,
whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. The term “taxes”
mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,
windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and
any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns,
declarations, reports, statements, and other documents required to be filed in respect to taxes.
(cc) Foreign Corrupt Practices. Neither the Company nor any
Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary,
has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to
any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the
Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or
(iv) violated in any material respect any provision of FCPA. The Company has taken commercially reasonable steps to ensure that its accounting
controls and procedures are designed to cause the Company to comply in all material respects with the FCPA.
(dd) Accountants. The Company’s independent registered
public accounting firm is Centurion ZD CPA & Co. which is a registered public accounting firms as required by the Exchange Act.
(ee) Acknowledgment Regarding Purchasers’ Purchase of Shares.
The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with
respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is
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 thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection
with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the
Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its
representatives.
(ff) Acknowledgment Regarding Purchaser’s Trading Activity.
Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is understood
and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed,
to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities
issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser,
specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this
or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii)
any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly,
presently may have a “short” position in the Ordinary Shares, and (iv) each Purchaser shall not be deemed to have any affiliation
with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands
and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are
outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the
Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging
activities do not constitute a breach of any of the Transaction Documents.
(gg) Regulation M Compliance. The Company has not, and to its
knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for,
purchased, or, paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any
compensation for soliciting another to purchase any other securities of the Company.
(hh) Stock Option Plans. Each stock option granted by the Company
under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and
(ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such stock option would be considered
granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company
has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise
knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company
or its Subsidiaries or their financial results or prospects.
(ii) Office of Foreign Assets Control. Neither the Company nor
any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(jj) U.S. Real Property Holding Corporation. The Company is
not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986,
as amended, and the Company shall so certify upon Purchaser’s request.
(kk) Bank Holding Company Act. Neither the Company nor any of
its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation
by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its
Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class
of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence
over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(ll) Money Laundering. The operations of the Company and its
Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules
and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(mm) D&O Questionnaires. To the Company’s knowledge,
all information contained in the questionnaires most recently completed by each of the Company’s directors and officers and beneficial
owner of 5% or more of the Ordinary Shares or Ordinary Share Equivalents is true and correct in all respects and the Company has not become
aware of any information which would cause the information disclosed in such questionnaires become inaccurate and incorrect.
(nn) FINRA Affiliation. No officer, director or any beneficial
owner of 5% or more of the Company’s Ordinary Shares or Ordinary Share Equivalents has any direct or indirect affiliation or association
with any FINRA member (as determined in accordance with the rules and regulations of FINRA) that is participating in the Offering. Except
for securities purchased on the open market, no Company Affiliate is an owner of stock or other securities of any member of FINRA. No
Company Affiliate has made a subordinated loan to any member of FINRA. No proceeds from the sale of the Shares will be paid to any FINRA
member, any persons associated with a FINRA member or an affiliate of a FINRA member. Except as disclosed in the Registration Statement,
Prospectus and Prospectus Supplement, no person to whom securities of the Company have been privately issued within the 180-day period
prior to the initial filing date of the Prospectus Supplement is a FINRA member, is a person associated with a FINRA member or is an affiliate
of a FINRA member. No FINRA member participating in the offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” exists when a FINRA member, the parent or affiliate of a FINRA member or any person associated with a FINRA member
in the aggregate beneficially own 5% or more of the Company’s outstanding subordinated debt or common equity, or 5% or more of the
Company’s preferred equity. “FINRA member participating in the offering” includes any associated person of a FINRA member
that is participating in the offering, any member of such associated person’s immediate family and any affiliate of a FINRA member
that is participating in the offering. “Any person associated with a FINRA member” means (1) a natural person who is registered
or has applied for registration under the rules of FINRA and (2) a sole proprietor, partner, officer, director, or branch manager of a
FINRA member, or other natural person occupying a similar status or performing similar functions, or a natural person engaged in the investment
banking or securities business who is directly or indirectly controlling or controlled by a FINRA member. When used in this Section 3.1(mm)
the term “affiliate of a FINRA member” or “affiliated with a FINRA member” means an entity that controls, is controlled
by or is under common control with a FINRA member. The Company will advise the Purchasers if it learns that any officer, director or owner
of 5% or more of the Company’s outstanding Ordinary Shares or Ordinary Share Equivalents is or becomes an affiliate or associated
person of a FINRA member firm.
(oo) Officers’ Certificate. Any certificate signed by
any duly authorized officer of the Company and delivered to the Purchasers shall be deemed a representation and warranty by the Company
to the Purchasers as to the matters covered thereby.
(pp) Board of Directors. The qualifications of the persons serving
as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a
“financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the
rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent”
as defined under the rules of the Trading Market.
(qq) ERISA. The Company is not a party to an “employee
benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
which: (i) is subject to any provision of ERISA and (ii) is or was at any time maintained, administered or contributed to by the Company
or any of its ERISA Affiliates (as defined hereafter). These plans are referred to collectively herein as the “Employee Plans.”
An “ERISA Affiliate” of any person or entity means any other person or entity which, together with that person or entity,
could be treated as a single employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Employee Plan has been maintained in material compliance with its terms and the requirements of applicable law. No Employee Plan
is subject to Title IV of ERISA. The Registration Statement, Prospectus and the Prospectus Supplement identify each employment, severance
or other similar agreement, arrangement or policy and each material plan or arrangement required to be disclosed pursuant to the Rules
and Regulations providing for insurance coverage (including any self-insured arrangements), workers’ compensation, disability benefits,
severance benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, or deferred compensation, profit-sharing,
bonuses, stock options, stock appreciation rights or other forms of incentive compensation, or post-retirement insurance, compensation
or benefits, which: (i) is not an Employee Plan; (ii) is entered into, maintained or contributed to, as the case may be, by the Company
or any of its ERISA Affiliates; and (iii) covers any officer or director or former officer or director of the Company or any of its ERISA
Affiliates. These agreements, arrangements, policies or plans are referred to collectively as “Benefit Arrangements.”
Each Benefit Arrangement has been maintained in material compliance with its terms and with the requirements of applicable law. There
is no liability in respect of post-retirement health and medical benefits for retired employees of the Company or any of its ERISA Affiliates,
other than medical benefits required to be continued under applicable law. No “prohibited transaction” (as defined in either
Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Plan; and each Employee Plan that is intended
to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which
could cause the loss of such qualification.
(rr) No Immunity. None of the Company or its Subsidiaries or
any of their respective properties, assets or revenues has any right of immunity, under the laws of the State of New York, from any legal
action, suit or proceeding, the giving of any relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction
of any New York or United States federal court, service of process, attachment upon or prior to judgment, or attachment in aid of execution
of judgment, or execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a
judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with this Agreement and the Transaction Documents; and, to the extent that the Company or any of its Subsidiaries or any of their respective
properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings
may at any time be commenced, each of the Company and its Subsidiaries waives or will waive such right to the extent permitted by law
and has consented to such relief and enforcement as provided in this Agreement.
(ss) [Reserved.]
(tt) Projections. The projections included in SEC Reports, including
but not limited to any statement with respect to projected revenues, net margin and operating income (the “Projections”),
were prepared by the Company based on reasonable and appropriate assumptions for projections of such kind and with respect to the Company,
including, among other things, (i) the Company’s anticipated future performance after the consummation of this offering, (ii) general
business and economic conditions, (iii) competitive forces and (iv) the actions of regulatory agencies and governmental bodies. The Projections
are based upon an analysis of the data available to the Company, after due inquiry, at the time of the Projections, and the Company believes
the information contained in the Projections is reasonably accurate. The Company expects that the Projections will be realized. The Projections
were prepared in accordance with standards for projections promulgated by the American Institute of Certified Public Accountants or with
a view to compliance with published guidelines of the Commission regarding projections or forecasts contained in Item 10(b) of Regulation
S-K.
3.2 Representations and Warranties of the Purchasers. Each Purchaser,
for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company
as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a) Organization; Authority. Such Purchaser is either an individual
or 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 and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents
have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered
by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.
(b) Understandings or Arrangements. Such Purchaser is acquiring
the Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute
or regarding the distribution of such Shares (this representation and warranty not limiting such Purchaser’s right to sell the Shares
pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is
acquiring the Shares hereunder in the ordinary course of its business.
(c) Purchaser Status. At the time such Purchaser was offered
the Shares, it was either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
(d) Experience of Such Purchaser. Such Purchaser, either alone
or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such
investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford
a complete loss of such investment.
(e) Access to Information. Such Purchaser acknowledges that
it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and
has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares;
(ii) access to information about the Company and its financial condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the
Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with
respect to the investment.
(f) Certain Transactions and Confidentiality. Other than consummating
the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding
with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during
the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person
representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior
to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge
of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Shares covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives,
including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms
of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation
or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions
in the future.
(g) General Solicitation. Such Purchaser is not purchasing the
Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine
or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general
solicitation or general advertisement.
The Company acknowledges and agrees that the representations contained
in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and
warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other
document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated
hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty,
or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 [Intentionally Omitted]
4.2 Furnishing of Information.
(a) Until the earlier of the time that no Purchaser owns Shares, the
Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting
requirements of the Exchange Act.
4.3 Integration. The Company shall not sell, offer for sale
or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would
be integrated with the offer or sale of the Shares in a manner that would be integrated with the offer or sale of the Shares for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
4.4 Securities Laws Disclosure; Publicity. The Company shall
(a) by 9:30 a.m. (New York City time) on July 14, 2023, issue a press release disclosing the material terms of the transactions contemplated
hereby, and (b) file a Report of Foreign Private Issuer on Form 6-K, including the Transaction Documents as exhibits thereto, with the
Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to
the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company
or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that
any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their
Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press
releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser,
or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other
party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose
the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading
Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing
of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market or FINRA
regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).
4.5 Shareholder Rights Plan. No claim will be made or enforced
by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of
any such plan or arrangement, by virtue of receiving Shares under the Transaction Documents or under any other agreement between the Company
and the Purchasers.
4.6 Non-Public Information. Except with respect to the material
terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4,
the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or
counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless
prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information
confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such
Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the
Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company,
any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of,
such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice
provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any
Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer on
Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.
4.7 Use of Proceeds. Except as set forth on Schedule 4.7
attached hereto, the Company shall use the net proceeds from the sale of the Shares hereunder for working capital and capital expenditure
purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade
payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Ordinary Shares or
Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.
4.8 Indemnification of Purchasers. Subject to the provisions
of this Section 4.8, the Company will indemnify (to the fullest extent permitted by applicable law) and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners
or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court
costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of
or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their
respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions
contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations,
warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such
stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which
is finally judicially determined to constitute fraud, gross negligence or willful misconduct) or (ii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection
therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ one
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized by the Company in
writing, (y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in such action
there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the
position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than
one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser
Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action
or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9 [Intentionally Omitted]
4.10 Listing of Ordinary Shares. The Company hereby agrees to
use best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed, and
prior to the Closing, the Company shall have applied to list or quote all of the Shares on such Trading Market and concurrently with the
Closing, the Company shall have not received any information indicating that the listing of such shares is or will be rejected. The Company
further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application
all of the Share and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading
Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its
Ordinary Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under
the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer
through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of
fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.
4.11 Intentionally omitted.
4.12 Subsequent Equity Sales.
(a) From the date hereof until 30 (thirty) days after the Closing Date,
neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of
any Ordinary Shares or Ordinary Share Equivalents or file any registration statement, or amendment or supplement thereto, with the Commission.
(b) Notwithstanding the foregoing, this Section 4.12 shall not apply
in respect of an Exempt Issuance.
4.13 Equal Treatment of Purchasers. No consideration (including
any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of
any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents.
For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately
by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers
acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.
4.14 Certain Transactions and Confidentiality. Each Purchaser,
severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any
understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period
commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first
publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the
other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company
pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and
terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding
anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the
transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section
4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced
pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty
not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described
in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above
shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Shares covered by this Agreement.
4.15 Capital Changes. Until the one year anniversary of the
Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Ordinary Shares without the
prior written consent of the Purchasers holding a majority in interest of the Shares, unless a reverse split is required to maintain compliance
with the minimum bid price requirements of the Trading Market.
ARTICLE V.
MISCELLANEOUS
5.1 Termination. This Agreement may be terminated by any Purchaser,
as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the
other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading
Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by
any other party (or parties).
5.2 Fees and Expenses. Except as expressly set forth in the
Transaction Documents 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 all Transfer Agent fees (including, without limitation, any fees required for same-day processing
of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and
duties levied in connection with the delivery of any Shares to the Purchasers.
5.3 Entire Agreement. The Transaction Documents, together with
the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof 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, exhibits and schedules.
5.4 Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest
of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment
at the email address as set forth on the signature pages attached hereto at or prior to 4:30 p.m. (New York City time) on a Trading Day,
(b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 4:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice
provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any
Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer on
Form 6-K.
5.5 Amendments; Waivers. No provision of this Agreement may
be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers
which purchased at least 50.1% in interest of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver,
by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately
and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)
shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser
relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected
Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Shares and the
Company.
5.6 Headings. The headings herein are for convenience only,
do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
5.7 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or
any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign
any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Shares, provided that such
transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of the Transaction Documents that
apply to the “Purchasers.”
5.8 [Reserved.]
5.9 Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal
Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction
Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding
is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions
of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action
or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Action or Proceeding.
5.10 Survival. The representations and warranties contained
herein shall survive the Closing and the delivery of the Shares.
5.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
5.12 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated
and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 Rescission and Withdrawal Right. Notwithstanding anything
to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser
exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations
within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written
notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
5.14 Replacement of Shares If any certificate or instrument
evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution
for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate
or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with
the issuance of such replacement Shares and provide such indemnity as may be required and determined under the Company’s policy
as set by the Board of Directors.
5.15 Remedies. In addition to being entitled to exercise all
rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific
performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred
by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action
for specific performance of any such obligation the defense that a remedy at law would be adequate.
5.16 Payment Set Aside. To the extent that the Company makes
a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder,
and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff
had not occurred.
5.17 Independent Nature of Purchasers’ Obligations and Rights.
The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser,
and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under
any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or
the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its
rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been
represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested
to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other
Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not
between and among the Purchasers.
5.18 Liquidated Damages. The Company’s obligations to
pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and
shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument
or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.
5.19 Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action
may be taken or such right may be exercised on the next succeeding Business Day.
5.20 Construction. The parties agree that each of them and/or
their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction
Documents or any amendments thereto. In addition, each and every reference to share prices and Ordinary Shares in any Transaction Document
shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Ordinary Shares that occur after the date of this Agreement.
5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING
IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT
PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
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By: |
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Name: |
Xianlong Wu |
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Title: |
Chief Executive Officer |
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Address for Notice: |
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Email: |
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Fax: |
With a copy to (which shall not constitute notice):
[SIGNATURE PAGE FOR PURCHASER FOLLOWS]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: ________________________________________________________
Signature of Authorized Signatory of Purchaser: _________________________________
Name of Authorized Signatory: _______________________________________________
Title of Authorized Signatory: ________________________________________________
Email Address of Authorized Signatory:_________________________________________
Facsimile Number of Authorized Signatory: __________________________________________
Address for Notice to Purchaser:
DWAC for Shares:
Subscription Amount: US$_________________
Shares: _________________
EIN Number: _______________________
☐
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations
of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the
obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be
disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition
to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or
the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition
and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument,
certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
32
Exhibit 99.2
Bit Brother Limited Announces Pricing of $50
Million Registered Direct Offering
CHANGSHA, China, July 14, 2023 -- Bit Brother
Limited (“Bit Brother, ” “We” or the “Company”) (NASDAQ: BTB), announced today that it has entered into
a securities purchase agreement with certain accredited investors to sell $50 million of its Class A Ordinary Shares in a registered direct
offering.
Under the terms of the securities purchase agreement,
Bit Brother has agreed to sell 200,000,000 Class A Ordinary Shares. The purchase price for one Class A Ordinary Share will be $0.25. The
gross proceeds to Bit Brother are estimated to be $50 million before deducting the estimated offering expenses.
The registered direct offering is expected to
close on or about July 18, 2023, subject to the satisfaction of customary closing conditions.
The Class A Ordinary Shares being sold pursuant
to the registered direct offering are being made pursuant to a shelf registration statement on Form F-3 (File No. 333-256628), previously
filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2021, amended on June 3, 2021 and declared effective
on June 8, 2021. Such securities are being offered only by means of a prospectus. A prospectus supplement and the accompanying prospectus
relating to and describing the terms of the registered direct offering will be filed with the SEC. When available, copies of the prospectus
supplement and the accompanying prospectus relating to the registered direct offering may be obtained at the SEC’s website www.sec.gov
or by contacting the Company, 15/F, Block A, Kineer Business Centre, 53 Binjiang Road, Yuelu District, Changsha, Hunan Province, China
410023.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or jurisdiction.
About Bit Brother Limited
Bit Brother Limited (formerly known as Urban Tea,
Inc.) was incorporated in the British Virgin Islands as a company with limited liability on November 28, 2011. Our business currently
consists of the distribution and retail of specialty tea products. We have conducted research and planning of our blockchain technology
and cryptocurrency mining business since 2021 and started crypto mining operations in North America. For more information, please visit:
www.bitbrother.com.
Forward-Looking Statements Disclaimer
This press release contains certain statements
that may include “forward-looking statements.” All statements other than statements of historical fact included herein are “forward-looking
statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,”
“expects” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the
expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements
as a result of a variety of factors, including the risk factors discussed in the Company’s periodic reports that are filed with the Securities
and Exchange Commission and available on the SEC’s website (http://www.sec.gov). All forward-looking statements attributable to the Company
or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the applicable
securities laws, the Company does not assume a duty to update these forward-looking statements.
SOURCE Bit Brother Limited
Bit Brother (NASDAQ:BTB)
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