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 October 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
October 25, 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 14,000,000 of its Class A ordinary shares (“Ordinary Shares”) Class B warrants (“Class
B Warrants”) to purchase 14,000,000 Ordinary Shares and Class C warrants (“Class C Warrants”, together with
the Class B Warrants, the “Warrants”) to purchase 14,000,000 Ordinary Shares in a registered direct offering (the
“Offering”), for gross proceeds of approximately $5.04 million. The purchase price for each Ordinary Share and the
corresponding Class B Warrant and Class C Warrant is $0.36.
The
Class B Warrants will be exercisable immediately following the date of issuance for a period of five years at an initial exercise price
of $0.36, subject to certain reset thirty (30) trading days after the closing. The Class C Warrants will be exercisable immediately following
the date of issuance for a period of two years at an initial exercise price of $0.46. In addition to the customary cashless exercise
rights provided in both the Warrants, the Class C Warrants will also provide an alternate cashless exercise allowing the holder of the
Class C Warrants the right to exercise at any time, on a cashless exercise basis for a larger number of Ordinary Shares under certain
conditions. Each of the Warrants is subject to anti-dilution provisions to reflect stock dividends and splits, subsequent rights offerings
or other similar transactions, but not as a result of future securities offerings at lower prices. Upon the occurrence of a Fundamental
Transaction (as defined in the Warrants), the Warrants are subject to mandatory redemption for cash consideration equal to the Black
Scholes Value (as defined in the Warrants) of such portion of such Warrant to be redeemed.
The
Company agreed in the Purchase Agreement that it would not issue any Ordinary Shares, or ordinary share equivalents for one hundred and
twenty (120) calendar days following the closing of the Offering subject to certain exceptions.
Concurrently
with the execution of the Purchase Agreement, the officers and directors of the Company and shareholders of the Company holding 10% or
more of the Company’s Ordinary Shares entered into lock-up agreements (the “Lock-Up Agreement”) pursuant to
which they have agreed, among other things, not to sell or dispose of any Ordinary Shares which are or will be beneficially owned by
them for one hundred and twenty (120) days following the closing of the Offering.
The
Company currently intends to use the net proceeds from the Offering for research and development & commercialization of blockchain
software, building or acquiring crypto-currency mining rigs and for working capital and general corporate purposes. The Offering closed
on October 30, 2023.
The
Company entered into a placement agency agreement dated October 25, 2023 (the “Letter Agreement”), with Maxim Group
LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as
the sole lead/exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee
equal to 7% of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent up to $50,000 for
the reasonable and accounted fees and expenses of legal counsel.
Copies
of the form of the Purchase Agreement, form of Class B Warrant, form of Class C Warrant, form of Lock-Up Agreement and the Letter Agreement
are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated herein by reference. The foregoing
summaries of the terms of the Purchase Agreement, Warrants and the Letter Agreement are subject to, and qualified in their entirety by,
such documents.
On October 26, 2023, the Company
issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.6 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 and a copy of the legal opinion issued by the Company’s U.S. counsel Hunter Taubman Fischer &
Li LLC is attached hereto as Exhibit 5.2.
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:
October 31, 2023
|
BIT
BROTHER LIMITED |
|
|
|
|
By: |
/s/
Xianlong Wu |
|
Name: |
Xianlong
Wu |
|
Title: |
Chief
Executive Officer and Chairman |
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
|
30 October 2023
george.weston@harneys.com
+1 284 852 4333
051431.0016-GYW
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 30 October 2023, the Company filed with the SEC a prospectus supplement
dated 25 October 2023 (the Prospectus Supplement) where the Company offered an aggregate of 14,000,000 (the Shares)
of its Class A ordinary shares, no par value (Class A Ordinary Shares), Class B warrants (the Warrants) to
purchase up to 14,000,000 Class A Ordinary Shares (the Class B Warrant Shares) and Class C warrants to purchase up to 14,000,000
Class A Ordinary Shares (the Class C Warrant Shares), (the Class B Warrant Shares and the Class C Warrant Shares are together
Warrant 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 14,000,000 Class A Ordinary Shares, the Class B Warrants to purchase
an aggregate of up to 14,000,000 Class A Ordinary Shares, the 14,000,000 Class A Ordinary Shares issuable upon the exercise of the Class
B Warrants, the Class C Warrants to purchase an aggregate of up to 14,000,000 Class A Ordinary Shares and the 14,000,000 Class A Ordinary
Shares issuable upon the exercise of the Class C Warrants as further described in the Prospectus Supplement filed with the SEC as a supplement
to that prospectus filed with the Registration Statement and the Agreement (as defined in Schedule 1).
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 |
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.
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 Documents (as such terms are
defined in Schedule 1) by the Company and the performance of its obligations thereunder, including the issue of the Shares and the Warrants
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
Documents 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 Documents have been duly executed for and
on behalf of the Company in accordance with the Resolutions (as defined in Schedule 1). |
5 | Enforceability. The Transaction Documents 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 | Warrant Shares. The Warrant Shares have been duly and validly authorised,
allotted and reserved for issuance. Upon due exercise of the Warrants and upon receipt by the Company of payment thereof in accordance
with the terms of the Warrant and upon the entry of the names of the relevant shareholders in the register of members of the Company,
the Warrant Shares will be validly issued as, fully paid and non-assessable (which term means when used herein that no further sums are
required to be paid by the holders thereof). |
8 | 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 Documents; |
| (b) | the exercise of any of the Company’s rights under the
Transaction Documents; |
| (c) | the performance of any of the Company’s obligations
under the Transaction Documents; or |
| (d) | the payment of any amount under the Transaction Documents. |
9 | Filings. It is not necessary to ensure the legality, validity, enforceability
or admissibility in evidence of Transaction Documents that any document be filed, recorded or enrolled with any governmental, regulatory
or judicial authority in the British Virgin Islands. |
10 | Judgment Currency. Any monetary judgment in a court
of the British Virgin Islands in respect of a claim brought in connection with the Transaction Documents 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. |
11 | 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 Documents
or on any payment to be made by the Company or any other person pursuant to the Transaction Documents. |
12 | 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 Documents. |
13 | 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. |
14 | Adverse Consequences. Under the laws of the British
Virgin Islands, none of the parties to the Transaction Documents (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 Documents, nor is it necessary for the execution, performance and enforcement of
the Transaction Documents that any such party be authorised or qualified to carry on business in the British Virgin Islands. |
15 | 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 Documents
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 Documents 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. |
16 | Pari Passu Obligations. The obligations of
the Company under the Transaction Documents 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). |
17 | Exchange Controls. There are no foreign exchange controls
or foreign exchange regulations under the currently applicable laws of the British Virgin Islands. |
18 | 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 Documents and the execution of the Transaction Documents and performance
of its obligations under the Transaction Documents by the Company constitute private and commercial acts. |
19 | 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 Documents. 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
Documents. 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
/s/ Harney Westwood & Riegels LP |
|
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 23 October 2023, which our searches dated
27 October 2023 indicated were not subsequently amended; |
2 | the records and information certified by FH Corporate Services
Ltd., the registered agent of the Company, on 27 October 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 27 October 2023; |
4 | the records of proceedings on file with, and available for
inspection on 27 October 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 27 October 2023; |
6 | a copy of the unanimous written resolutions of the board
of directors of the Company dated 25 October 2023 approving the Company’s entry into, and authorising the execution and delivery
by, the Company of the Transaction Documents (the Resolutions); |
(1 - 6 above are the Corporate Documents),
and
7 | copies of the documents consisting of the following: |
| (a) | a securities purchase agreement dated as of 25 October 2023
entered into between Anson Investments Master Fund LP, Sabby Volatility Warrant Master Fund, Ltd., and S.H.N. Financial Investments Ltd
and Anson Investments Master Fund LP as purchasers (the Purchasers) and the Company (the Agreement) in respect
of the issuance of Class A Ordinary Shares in the Company (the Shares) and Warrants for the issuance of Class A Ordinary
Shares in the Company; |
| (b) | a Class B ordinary share purchase warrant dated 30 October
2023 executed by the Company in favour of the Purchasers with respect to the Class B Warrant Shares; |
| (c) | a Class C ordinary share purchase warrant dated 30 October
2023 executed by the Company in favour of the Purchasers with respect to the Class C Warrant Shares; and |
| (d) | a placement agency agreement dated 25 October 2023 by and
between the Company and Maxim Group LLC, |
(collectively, the Transaction Documents).
The Corporate Documents
and the Transaction Documents 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 Documents (other than the Company) has the necessary capacity, power and authority to enter into the Transaction Documents
and perform its obligations thereunder, and each such party has duly executed the Transaction Documents (ii) the Transaction Documents
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 Documents 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 Documents 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 Documents 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 Documents which
has not been properly disclosed in the Resolutions. |
4 | Bona Fide Transaction. No disposition of property
effected by the Transaction Documents 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 Documents able to pay its debts as they fall due, and entering into the Transaction Documents 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
Documents conform in every material respect to the latest drafts of the same produced to us and, where the Transaction Documents have
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 Documents
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 Documents
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 Documents 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 Documents. |
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. |
Exhibit 5.2
October 30, 2023
Bit Brother Limited
15/F, Block A, Kineer Business Centre
53 Binjiang Road, Yuelu District
Changsha, Hunan Province, China 410023
Re: |
Bit Brother Limited Registered Direct Offering pursuant to a Registration Statement on Form F-3 (File No. 333-256628) |
Ladies and Gentlemen:
We have acted as U.S. securities counsel to Bit Brother
Limited, a British Virgin Islands company (the “Company”), in connection with the offering and sale (the “Offering”)
by the Company of 14,000,000 Class A ordinary shares, no par value (the “Ordinary Shares”), Class B warrants (the “Class
B Warrants”) to purchase 14,000,000 Ordinary Shares (the “Class B Warrant Shares”) and Class C warrants (the
“Class C Warrants”) to purchase 14,000,000 Ordinary Shares (the “Class C Warrant Shares”) (the Class
B Warrant Shares and the Class C Warrant Shares are together referred to as “Warrant Shares”). The Warrant Shares,
collectively with the Ordinary Shares, the Class B Warrants and the Class C Warrants, (collectively as the “Securities”),
are being sold by the Company pursuant to that certain Securities Purchase Agreement, dated October 25, 2023 (the “SPA”)
by and among the Company and the specific buyers of the Securities signatory thereto (the “Buyers”) and the Prospectus
Supplement (“Prospectus Supplement”) to the Registration Statement on Form F-3 (File No. 333-256628) (the “Registration
Statement”) relating to the Offering.
In connection with this opinion letter, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and Prospectus Supplement, of
such records of the Company and such agreements, certificates and statements of public officials, certificates of officers or representatives
of the Company, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion
set forth herein.
In our examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of all originals of such
latter documents. In making our examination of the documents executed by the parties, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof.
Except as expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of facts
material to the opinions expressed herein and no inference as to our knowledge concerning such facts should be drawn from the fact that
such representation has been relied upon by us in connection with the preparation and delivery of this opinion. As to any facts material
to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements
and representations made by officers and other representatives of the Company and others, in each case as we have deemed relevant and
appropriate. We have not independently verified the facts so relied on.
This opinion letter is limited to the laws of the
State of New York as in effect on the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance
of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed
herein. We express no opinion with respect to the applicability to, or the effect on, the subject transaction of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state other than the State of New York.
We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof, and we express no
opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
www.htflawyers.com | info@htflawyers.com
950 Third Avenue, 19th Floor - New York, NY 10022 | Office: (212) 530-2210 | Fax: (212) 202-6380
You are separately receiving an opinion from Harney
Westwood & Riegels LP with respect to the corporate proceedings relating to the due issuance of the Ordinary Shares, Class B Warrant
Shares and Class C Warrant Shares in this Offering, and in rendering this opinion, we rely on such opinion as to the validity of such
issuances under the law of the British Virgin Islands.
Based on the foregoing, and having regard to legal
considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the
opinion that with respect to the Class B Warrants and Class C Warrants (collectively as the “Warrants”), that the Warrants,
when issued as set forth in the Registration Statement and Prospectus Supplement and, upon delivery of the consideration as provided in
the SPA, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their
terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether
enforcement is sought in equity or at law), including, without limitation, principles regarding good faith and fair dealing (including
the possible unavailability of specific performance or injunctive relief, concepts of materiality and reasonableness, and the discretion
of the court before which a proceeding is brought).
We express no opinion as to the enforceability of
(i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without limitation, any express
or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that
the validity, binding effect or enforceability of any such provision is to be determined by any court other than a state court of the
State of New York, (ii) waivers by the Company of any statutory or constitutional rights or remedies, or (iii) terms which excuse any
person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s or entity’s
negligence or willful misconduct. We draw your attention to the fact that, under certain circumstances, the enforceability of terms to
the effect that provisions may not be waived or modified except in writing may be limited.
We consent to the filing of this opinion as an exhibit
to the Registration Statement, the discussion of this opinion in the Registration Statement and to the references to our firm in the Registration
Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section
7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any
part of the Registration Statement and Prospectus Supplement within the meaning of the term “expert” as used in the Securities
Act.
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Very truly yours, |
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/s/ Hunter Taubman Fischer & Li LLC |
|
Hunter Taubman Fischer & Li LLC |
www.htflawyers.com | info@htflawyers.com
950 Third Avenue, 19th Floor - New York, NY 10022 | Office: (212) 530-2210 | Fax: (212) 202-6380
Exhibit 99.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of ________, 2023, between Bit Brother Limited, a British Virgin
Islands company (formerly known as Urban Tea, Inc.) (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”), 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:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.
“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 other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or
required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.
“BVI
Counsel” means Harney Westwood & Riegels LP, with offices located at Craigmuir Chambers PO Box 71, Road Town Tortola VG1110,
British Virgin Islands.
“Class
B Warrants” means the Ordinary Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which Class B Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years from the issuance
date in the form of Exhibit A attached hereto.
“Class
C Warrants” means the Ordinary Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which Class C Warrants shall be exercisable immediately and have a term of exercise equal to two (2) years from the issuance
date in the form of Exhibit B attached hereto.
“Closing”
means the closing of the purchase and sale of the Securities 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 Securities, 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, Floor 19, 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 or directors 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).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreements” means the written agreement, in the form of Exhibit B attached hereto, addressed to the Placement Agent by each of
the Company’s directors, officers, and shareholder(s) that beneficially owns 10% of more of the issued and outstanding shares as
of the date of this Agreement.
“Loeb”
means Loeb & Loeb LLP with offices at 345 Park Avenue, New York, New York 10154.
“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.
“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$0.36 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.
“Placement
Agent” means Maxim Group LLC.
“Placement
Agency Agreement” means the placement agency agreement dated as of October 25, 2023 by and between the Company and the Placement
Agent.
“PRC
Counsel” means Zhejiang Taihang Law Firm with offices located at Floor 20th, Hanjia international Building, No.8 Dangui Street,
Shangcheng District, Hangzhou, Zhejiang, China.
“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 on Form F-3, as amended, with Commission file No. 333-256628 which registers
the sale of the Securities 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”
means, collectively, the Shares, the Warrants and the Warrant Shares.
“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, Class B Warrants and Class C Warrants 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. The term shall also include variable interest entities consolidated in the Company’s financial
statements and subsidiaries of such variable interest entities.
“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, the Class B Warrants, the Class C Warrants, the Placement Agency 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.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable; (c) if the
Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on
the Pink Sheet Open Market published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Ordinary Shares so reported; or (d) in all other cases, the fair market value of one share of
Ordinary Shares as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means collectively, the Class B Warrants and the Class C Warrants.
“Warrant
Shares” means the Ordinary Shares issuable upon exercise of the Warrants.
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$5,040,000 of Shares, Class B Warrants and Class C Warrants.
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, Class B Warrants and Class C Warrants 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 Loeb or such other location as the
parties shall mutually agree. Unless otherwise directed by the Placement Agent, 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) at the Placement Agent
identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to
the applicable Purchaser, the Company shall deliver to each Purchaser its respective Class B Warrants and Class C Warrants and
payment therefor shall be made by the Placement Agent (or its clearing firm) 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 Securities 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 and the Placement Agent the
following:
(i)
this Agreement duly executed by the Company;
(ii)
legal opinions of (x) Company Counsel with respect to U.S. laws and securities matters (including without limitation, a negative
assurance letter or statement); (y) BVI Counsel with respect to British Virgin Islands laws, and (z) PRC Counsel with respect to
certain matters of law of the People’s Republic of China, each addressed to the Placement Agent and each of the Purchasers,
and each in a form satisfactory to Loeb, the Placement Agent and each of the Purchasers.
(iii)
cold comfort letters, each addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects
from Audit Alliance LLP and Centurion ZD CPA & Co;
(iv)
the Lock-Up Agreements;
(v)
a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to Loeb and the Placement
Agent;
(vi)
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;
(vii)
a Class B Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such
Purchaser’s Shares, with an exercise price equal to US$0.36, subject to adjustment therein;
(viii)
a Class C Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such
Purchaser’s Shares, with an exercise price equal to US$0.46, subject to adjustment therein; and
(ix)
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.
(c)
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.
(d)
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;
(v)
each of the Lock-Up Agreements shall remain in full force and effect; and
(vi)
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 Securities
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, and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.
(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 Securities 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, (ii) the filing with the Commission of the Prospectus Supplement and
(iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the
time and manner required thereby. (collectively, the “Required Approvals”).
(f) Issuance
of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Warrant Shares, when issued in accordance with the respective terms of the Warrants, will be 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 and the Warrants. 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 is a
foreign private issuer, as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act. 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), 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 Securities 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
Securities. 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 (subject to amendments as may have been made),
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 Company’s or Subsidiaries’ industries, 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 Securities 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”). None of the Actions set forth on Schedule 3.1(j) (i) adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the Securities, (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) [Intentionally
omitted]
(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. Other than the compensation payable to the Placement Agent pursuant to the terms of the Placement Agency Agreement and as
set forth in the Prospectus Supplement relating to the placement of the Securities, 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 Securities, 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 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) 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 Securities and the Purchasers’ ownership of the Securities.
(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 Securities 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 Securities 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 current independent registered public accounting firm is Audit Alliance LLP, which is a registered public
accounting firm as required by the Exchange Act. The Company’s prior independent registered public accounting firm is
Centurion ZD CPA & Co., which is a registered public accounting firm as required by the Exchange Act.. To the knowledge and
belief of the Company, Audit Alliance LLP shall express its opinion with respect to the financial statements to be included in the
Company’s Annual Report on Form 20-F for the fiscal year ending June 30, 2024.
(ee) Acknowledgment
Regarding Purchasers’ Purchase of Securities. 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 Securities. 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
Securities 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 Securities are outstanding, including, without limitation, during the periods that the value of the
Warrant Shares deliverable with respect to Securities are being determined, if applicable, 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 Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement
agent in connection with the placement of the Securities.
(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 Securities (excluding compensation as disclosed in the Prospectus Supplement to
the Placement Agent) 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 and except for securities issued to the
Placement Agent as disclosed in the 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 Placement Agent and Loeb 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 British Virgin Islands, the People’s Republic of China or 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 British Virgin Islands, People’s Republic of China, 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) Lock-Up
Agreements. Each of the Company’s directors, officers and shareholders beneficially owns 10% of more of the issued and
outstanding shares as of the date of this Agreement has signed a Lock-Up Agreement, addressed to the Placement Agent.
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 Securities 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 Securities (this
representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement
or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder
in the ordinary course of its business.
(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants, it will be 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 Securities, 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 Securities 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 Securities and the merits and risks of investing in the Securities; (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. Such
Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such
Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired.
Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the
Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such
Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the
Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
(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 Securities 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.
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 No
Legends. The Shares and the Warrants shall be issued free of legends.
4.2 Furnishing
of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) all of the Warrants have expired,
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 Securities in a manner that would be
integrated with the offer or sale of the Securities 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) on or prior to 9:00 a.m. (New York City time) on October 26, 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 Securities
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, any of its Subsidiaries, or any of its respective officers, directors, agents, employees or Affiliates 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
Securities 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, managers, 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) , the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against
any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and
expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus, the Prospectus Supplement and/or any registration statement, any prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the
Prospectus, the Prospectus Supplement, any prospectus or supplement thereto, in the light of the circumstances under which they were
made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon
information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, 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 Reservation
of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue
Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.
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 and Warrant 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 and Warrant 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
Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant 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 one hundred twenty (120) days after the Closing Date (“Standstill Period”), 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, other than (i) a prospectus filed with the Commission pursuant to Rule 424(b) in connection with this offering; and (ii)
on or after the thirty-first (31st) day after the Closing Date, the Company may file an amendment to Form F-3 (Commission file No.
333-258355).
(b)
From the date hereof until such time as no Purchaser holds any of the Warrants, the Company shall be prohibited from effecting or
entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Share
Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means
a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional Ordinary Shares either (A) at a conversion price, exercise price or
exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at
any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of
specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares
or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or
at-the-market offering facility, whereby the Company may issue securities at a future determined price. Any Purchaser shall be
entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any
right to collect damages.
(c)
Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate
Transaction shall be 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 Securities 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 Securities covered by this Agreement.
4.15 Capital
Changes. Until the one (1) 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.
4.16 Exercise
Procedures. The forms of Notice of Exercise included in each of the Warrants set forth the totality of the procedures required
of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be
required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be
required by the Company in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver
Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.
4.17 Lock-Up.
The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of
the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any officer or
director that is a party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its
best efforts to seek specific performance of the terms of such Lock-Up Agreement.
4.18 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.
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 October 30, 2023; 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. At the Closing, the Company has agreed to reimburse the Placement Agent for up to $50,000 for the reasonable and
accounted fees and expenses of its legal counsel. 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 Securities 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 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 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 prior to the Closing, the Company and each Purchaser) 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 Securities 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 Securities, provided that such transferee agrees in writing to be bound, with respect to the
transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8 Third-Party
Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in
Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person, except as otherwise set forth in Section 4.8, this Section 5.8 and/or the Placement Agency
Agreement.
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 Securities.
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; provided, however, that in the case of a rescission
of an exercise of a Warrant, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescinded
exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares
and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including,
issuance of a replacement warrant certificate evidencing such restored right).
5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities 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 Securities 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. For reasons of administrative convenience only,
each Purchaser and its respective counsel have chosen to communicate with the Company through Loeb. Loeb does not represent any of
the Purchasers and only represents the Placement Agent. 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.
BIT BROTHER LIMITED |
|
Address for Notice: |
|
|
15/F, Block A, Kineer Business Centre |
|
|
53 Binjiang Road, Yuelu District
|
By: |
|
|
Changsha,
Hunan Province, China 410023
|
|
Name: Xianlong Wu |
|
People’s Republic of China |
|
Title: Chief Executive Officer |
|
|
|
|
E-Mail: jack.wu@bitbrother.com |
|
|
|
With a copy to (which shall not constitute notice): |
Attn:
Joan Wu, Esq.
Hunter
Taubman Fischer & Li LLC
48
Wall Street, Suite 1100
New
York, New York, 10005
E-Mail:
jwu@htflawyers.com
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO THE SECURITIES PURCHASE AGREEMENT]
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:
Address
for Delivery of Warrants to Purchaser (if not same as address for notice):
DWAC
for Shares:
Subscription
Amount: US$_________________
Shares:
_________________
Class
B Warrants ___________________
Class
C Warrants___________________
Warrant
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.
[SIGNATURE
PAGES CONTINUE]
Exhibit 99.2
CLASS
B ORDINARY SHARE PURCHASE WARRANT
BIT
BROTHER LIMITED
Warrant
Shares: [_______] |
Issue
Date: October 30, 2023 |
THIS
ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after October 30, 2023 and on or prior to 5:00 p.m. (New York City time) on October 30, 2028 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Bit Brother Limited, a British Virgin Islands company (formerly
known as Urban Tea, Inc.) (the “Company”), up to [______] Ordinary Shares (as subject to adjustment hereunder, the
“Warrant Shares”). The purchase price of one ordinary, no par value per share of the Company (“Ordinary Shares”)
under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 25, 2023, among the Company and the
purchasers signatory thereto.
Section
2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
or a PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the
date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of
this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.
b) Exercise
Price. The exercise price per Ordinary Share under this Warrant shall be US$ 0.36, subject to adjustment hereunder (the
“Exercise Price”). The Exercise Price shall be reset immediately following the thirtieth (30th) Trading Day following the
Closing Date (the “Reset Date”) to a price that is equal to105% of the arithmetic average of the sum of the three
lowest per share VWAPs of the Ordinary Shares on the Trading Market for the twenty (20) Trading Days immediately prior to the Reset Date.
c) Cashless
Exercise. If at any time of exercise hereof, there is no effective registration statement registering, or the prospectus contained
therein is not available for, the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or
in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A) where:
|
(A)
= |
as
applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined
in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,
either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of
the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution
of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading
Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date
of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof
after the close of “regular trading hours” on such Trading Day; |
|
(B)
= |
the
Exercise Price of this Warrant, as adjusted hereunder; and |
|
(X)
= |
the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise. |
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised,. The Company
agrees not to take any position contrary to this Section 2(c). Without limiting the cashless exercise provision set forth in this Section
2(c), the liquidated damages provision in Section 2(d)(i) or the buy-in provision in Section 2(d)(iv), there is no circumstance that
would require the Company to net-cash settle this Warrant.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares
are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)
if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per Ordinary Share so reported, or (d) in all other cases, the fair market value of one Ordinary Share as determined by an independent
appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)
if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per Ordinary Share so reported, or (d) in all other cases, the fair market value of one Ordinary Share as determined by an independent
appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
d) Mechanics
of Exercise.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by the Holder or (B) the Warrant is being exercise via cashless exercise, and otherwise by entering in the Company’s
register of members the name of the Holder or its designee as the holder of the number of Warrant Shares to which the Holder is entitled
pursuant to such exercise and physical delivery of a certificate in respect of such Warrant Shares to the address specified by the Holder
in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days
comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”); Upon the delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the
date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case
of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder
the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary
Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares
are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program
so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the
Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the
amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the
Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise
of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and
such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer
Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established
clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the
number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within
one (1) Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the
number of outstanding shares of Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of
outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary
Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that
the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect
to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue
to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice
is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section
3. Certain Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares
(which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
its outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding
Ordinary Shares into a smaller number of shares or (iv) issues by reclassification of its Ordinary Shares any capital shares of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Ordinary
Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant
to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.
b) Intentionally
Omitted.
c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Ordinary Shares Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of
any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be
determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result
of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this
Warrant has not been partially or completely exercised at the time of such grant, issuance or sale of the Purchase Rights, such Purchase
Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant; provided, however, that to
the extent such Purchase Rights expire for the stockholders of the Company if not exercised, the Purchase Rights will also expire for
the Holder as of such date.
d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance
of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the
Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that, to the extent that
the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary
Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the
Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of fifty percent (50%) or more of the outstanding Ordinary Shares, (iv) the Company,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary
Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than fifty percent (50%) of
the outstanding Ordinary Shares (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to
the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the
exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company
or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within
30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental
Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined
below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,
however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s
Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration
(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to
the holders of Ordinary Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form
of cash, stock or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative
forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares of the Company
are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares will be deemed to have received
common equity (or ordinary shares) of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in
such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date,
(B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated
Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price
per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable
contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading
Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of
the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, and (E) a zero cost of borrow.
The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within
the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and
approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver
to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise
price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the
purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and
which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and
may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other
Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
g) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary
Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company
shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash
or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of
the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Ordinary Shares of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of
this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary and subject to Sections 2(a)
and 2(d)(ii), the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this
Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical
with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of
this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
Section
5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i). Notwithstanding the foregoing, prior to the
exercise of the Warrant, the Holder shall have all the rights as a Holder of the Warrant, including, without limitation, as set forth
in Section 3.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make
and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c) 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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.
d) Authorized
Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of completing the issuance of the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may
be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by
this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the
Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its amended and restated memorandum and articles of association or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Non-waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of
this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs
and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of the Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or a holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
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BIT
BROTHER LIMITED |
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By: |
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Name: |
Xianlong
Wu |
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Title: |
Chief
Executive Officer |
NOTICE
OF EXERCISE
TO:
BIT BROTHER LIMITED
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
| ☐ | in lawful money
of the United States; or |
| ☐ | if permitted the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(c). |
(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
________________________________________________________________________
Signature of Authorized Signatory of Investing Entity:
_________________________________________________
Name
of Authorized Signatory:
___________________________________________________________________
Title
of Authorized Signatory:
____________________________________________________________________
Date:
______________________________________________________________________________
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
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(Please
Print) |
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Address: |
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(Please
Print) |
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Phone
Number: |
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Email
Address: |
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Dated:
_______________ __, ______ |
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Holder’s
Signature:______________________ |
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Holder’s
Address: ______________________ |
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Exhibit 99.3
CLASS
C ORDINARY SHARE PURCHASE WARRANT
BIT
BROTHER LIMITED
Warrant Shares:
[_______] |
Issue
Date: October 30, 2023 |
THIS
ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after October 30, 2023 and on or prior to 5:00 p.m. (New York City time) on October 30, 2025 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Bit Brother Limited, a British Virgin Islands company (formerly
known as Urban Tea, Inc.) (the “Company”), up to [______] Ordinary Shares (as subject to adjustment hereunder, the
“Warrant Shares”). The purchase price of one ordinary, no par value per share of the Company (“Ordinary Shares”)
under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the “Purchase Agreement”), dated October 25, 2023, among the Company and the purchasers signatory
thereto.
Section
2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
or a PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the
date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of
this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.
b) Exercise
Price. The exercise price per Ordinary Share under this Warrant shall be US$0.46, subject to adjustment hereunder (the
“Exercise Price”).
c) Cashless
Exercise. If at any time of exercise hereof, there is no effective registration statement registering, or the prospectus contained
therein is not available for, the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or
in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A) where:
|
(A) = |
as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is
(1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered
pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule
600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Ordinary
Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable
Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading
Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice
of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the
close of “regular trading hours” on such Trading Day; |
|
(B) = |
the Exercise
Price of this Warrant, as adjusted hereunder; and |
|
(X) = |
the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise. |
In
addition to the rights with respect to Cashless Exercise set forth above, the Holder may, at any time and in its sole discretion, exercise
this Warrant in whole or in part by means of a “alternative
cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by
dividing (the Exercise Price minus the Lowest VWAP of the Ordinary Shares over the 10 Trading Days immediately prior to the exercise
date) by (70% of the Lowest VWAP of the Ordinary Shares over the 10 Trading Days immediately prior to the exercise date).
If
Warrant Shares are issued in either such cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised,. The
Company agrees not to take any position contrary to this Section 2(c). Without limiting the cashless exercise provision set forth in
this Section 2(c), the liquidated damages provision in Section 2(d)(i) or the buy-in provision in Section 2(d)(iv), there is no circumstance
that would require the Company to net-cash settle this Warrant.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares
are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)
if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per Ordinary Share so reported, or (d) in all other cases, the fair market value of one Ordinary Share as determined by an independent
appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)
if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per Ordinary Share so reported, or (d) in all other cases, the fair market value of one Ordinary Share as determined by an independent
appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
d) Mechanics
of Exercise.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by the Holder or (B) the Warrant is being exercise via cashless exercise, and otherwise by entering in the Company’s
register of members the name of the Holder or its designee as the holder of the number of Warrant Shares to which the Holder is entitled
pursuant to such exercise and physical delivery of a certificate in respect of such Warrant Shares to the address specified by the Holder
in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days
comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”); Upon the delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the
date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case
of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder
the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary
Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares
are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program
so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the
Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the
amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the
Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise
of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and
such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer
Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established
clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the
number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within
one (1) Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the
number of outstanding shares of Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of
outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary
Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that
the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect
to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue
to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice
is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section
3. Certain Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares
(which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
its outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding
Ordinary Shares into a smaller number of shares or (iv) issues by reclassification of its Ordinary Shares any capital shares of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Ordinary
Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant
to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.
b) Intentionally
Omitted.
c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Ordinary Shares Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of
any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be
determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result
of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this
Warrant has not been partially or completely exercised at the time of such grant, issuance or sale of the Purchase Rights, such Purchase
Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant; provided, however, that to
the extent such Purchase Rights expire for the stockholders of the Company if not exercised, the Purchase Rights will also expire for
the Holder as of such date.
d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance
of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the
Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that, to the extent that
the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary
Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the
Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of fifty percent (50%) or more of the outstanding Ordinary Shares, (iv) the Company,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary
Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than fifty percent (50%) of
the outstanding Ordinary Shares (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to
the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the
exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company
or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within
30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental
Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined
below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,
however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors,
Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the
same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders
of Ordinary Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash,
stock or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative forms
of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares of the Company
are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares will be deemed to have received
common equity (or ordinary shares) of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in
such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date,
(B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated
Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price
per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable
contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading
Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of
the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, and (E) a zero cost of borrow.
The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within
the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and
approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver
to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise
price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the
purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and
which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and
may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other
Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
g) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary
Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company
shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash
or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of
the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Ordinary Shares of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of
this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary and subject to Sections 2(a)
and 2(d)(ii), the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this
Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical
with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of
this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
Section
5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i). Notwithstanding the foregoing, prior to the
exercise of the Warrant, the Holder shall have all the rights as a Holder of the Warrant, including, without limitation, as set forth
in Section 3.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make
and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c) 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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.
d) Authorized
Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of completing the issuance of the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may
be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by
this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the
Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its amended and restated memorandum and articles of association or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Non-waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of
this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs
and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of the Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or a holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
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BIT
BROTHER LIMITED |
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By: |
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Name: |
Xianlong
Wu |
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Title: |
Chief
Executive Officer |
NOTICE
OF EXERCISE
TO:
BIT BROTHER LIMITED
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity:
_________________________________________________
Name
of Authorized Signatory:
___________________________________________________________________
Title
of Authorized Signatory:
____________________________________________________________________
Date:
______________________________________________________________________________
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
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(Please
Print) |
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Address: |
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(Please
Print) |
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Phone
Number: |
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Email
Address: |
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Dated:
_______________ __, ______ |
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Holder’s
Signature:______________________ |
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Holder’s
Address: ______________________ |
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14
Exhibit
99.4
Form
of Lock-Up Agreement
October
30, 2023
Maxim
Group LLC
300 Park Ave, 16th Floor,
New
York, NY 10022
Re:
Placement of Bit Brother Limited
Ladies
and Gentlemen:
The
undersigned, a holder of securities of Bit Brother Limited, a British Virgin Islands company (formerly known as Urban Tea, Inc.) (the
“Company”), understands that you are the placement agent (the “Placement Agent”) named in the letter
agreement dated October 6, 2023 (the “Placement Agreement”) between the Placement Agent and the Company, providing
for the placement (the “Placement”) of Ordinary Shares and Warrants (collectively, the “Securities”)
pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and
Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set
forth for them in the Placement Agreement.
In
consideration of the Placement Agent’s agreement to proceed with the Placement of the Securities, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company and the Placement
Agent that, without the prior written consent of the Placement Agent, the undersigned will not, during the period specified in the following
paragraph (the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree
to offer or sell, solicit offers to purchase, convert, exercise, exchange, grant any call option or purchase any put option with respect
to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “Transfer”) any Relevant Security
(as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position”
or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities
Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder) with respect to any Relevant Security
or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any
economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant
Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the
term “Relevant Security” means any Share, warrant to purchase Shares or any other security of the Company or any other
entity that is convertible into, or exercisable or exchangeable for, Shares or any other equity security of the Company, in each case
owned beneficially or otherwise by the undersigned on the date set forth on the front cover of the final prospectus used in connection
with the Placement of the Securities (the “Effective Date”) or acquired by the undersigned during the Lock-Up Period.
The
Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include the date that is hundred and twenty (120)
days after the closing of the Placement.
In
addition, the undersigned further agrees that, without the prior written consent of the Placement Agent, during the Lock-Up Period the
undersigned will not: (i) file or participate in the filing with the SEC of any registration statement or circulate or participate in
the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering
or sale of a Relevant Security, or (ii) exercise any rights the undersigned may have to require registration with the SEC of any proposed
offering or sale of a Relevant Security.
In
furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period
to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register
and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a
violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record
owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer,
and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such
transfer would be a violation of this Lock-Up Agreement.
Notwithstanding
the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:
|
(i) |
as a bona
fide gift or gifts, |
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(ii) |
to any
trust for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned, |
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(iii) |
if the
undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation,
partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule
405 under the Securities Act of 1933) of the undersigned, (2) to limited partners, limited liability company members or stockholders
of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned
or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up
Agreement, |
|
|
|
|
(iv) |
if the
undersigned is a trust, to the beneficiary of such trust, |
|
|
|
|
(v) |
by testate
or intestate succession ,or |
|
|
|
|
(vi) |
by operation
of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, |
provided, in
the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing
with the Placement Agent and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require
any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.
For
purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and
that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date of this Lock-Up Agreement.
The
undersigned understands that if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate
or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released from all
obligations under this Lock-Up Agreement.
The
undersigned, whether or not participating in the Placement, understands that the Placement Agent is proceeding with the Placement in
reliance upon this Lock-Up Agreement.
This
Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict
of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.
Very truly yours, |
|
|
|
Signature: _____________________________
Name (printed): _________________________
Title (if applicable): ______________________
Entity (if applicable): _____________________ |
|
Exhibit 99.5
October
25, 2023
Mr.
Xianlong Wu
Chairman
& CEO
Bit
Brother Limited
15/F,
Block A, Kineer Business Centre
53
Binjiang Road, Yuelu District,
Changsha,
Hunan Province, China 410023
People’s
Republic of China
Dear
Mr. Wu:
This
letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement
Agent”) and Bit Brother Limited, a British Virgin Islands company (formerly known as Urban Tea, Inc.) (the “Company”),
pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of Class A ordinary shares of the Company, no par
value (“Shares”), and Class B Ordinary Shares Purchase Warrants and Class C Ordinary Shares Purchase Warrants (collectively
referred to as the “Ordinary Shares Warrants”) to purchase Shares of the Company (the Shares underlying the Ordinary
Shares Warrants, the “Warrant Shares”). The Shares, the Ordinary Share Warrants, and the Warrant Shares are collectively
referred to as the “Securities”. The terms of the Placement and the Securities shall be mutually agreed upon by the
Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing
herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for
the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company
and the Purchasers in connection with the Placement, including but not limited to the Purchase Agreement (as defined below),, the Form
of Ordinary Shares Warrant, and the Lock-Up Agreements shall be collectively referred to herein as the “Transaction Documents.”
The date of the closing of the Placement shall be referred to herein as the “Closing Date.” The Company expressly
acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the
execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the
successful placement of the Securities or any portion thereof or the success of the Placement Agent’s with respect to securing
any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers
on its behalf in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase
agreement (the “Purchase Agreement”) between the Company and such Purchaser in a form reasonably acceptable to the
Company and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the
Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from
prospective Purchasers.
SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.
A. Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made
to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:
1.
The Company has prepared and filed with the Commission a registration statement on Form F-3 (Registration No. 333-256628) (as amended,
the “Base Registration Statement”), related form of prospectuses and such registration statement (“Rule 462
Registration Statements”, together with the Base Registration Statement, including the exhibits thereto, as amended at the
date of this Agreement, the “Registration Statements”) registering a portion of the Securities pursuant to Rule 462(b)
of the Securities Act of 1933, as amended (the “Securities Act”) for the registration of the Securities, and the Base
Registration Statement (including post-effective amendments, if any) became effective on June 8, 2021 and the Rule 462 Registration Statement
became effective upon filing. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. The
Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The
Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules
and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such Registration
Statement relating to the placement of the Securities and the plan of distribution thereof and has advised the Placement Agent of all
further information (financial and other) with respect to the Company required to be set forth therein. Such prospectus in the form in
which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form
of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so
supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration
Statements, the Base Prospectus or the Prospectus Supplement shall each be deemed to refer to and include the documents incorporated
by reference therein (the “Incorporated Documents”) pursuant to Item 6 of Form F-3 which were filed under the Exchange
Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be;
and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of
any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement,
as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules
and other information which is “contained,” “included,” “described,” “referenced,” “set
forth” or “stated” in the Registration Statements, the Base Prospectus or the Prospectus Supplement (and all other
references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statements, the Base Prospectus or the Prospectus Supplement, as
the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus
Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is
threatened by the Commission.
2.
The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statements and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and,
as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading. The Registration Statements, Base Prospectus
and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Registration Statement, the Base Prospectus and the Prospectus Supplement,
as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to
Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Registration Statements,
the Base Prospectus, or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising
after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is
required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction
contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite
time period. There are no contracts or other documents required to be described in the Registration Statements, the Base Prospectus,
or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or
filed as required or (y) will not be filed within the requisite time period.
3.
The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will
be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with
the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without
the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.
4.
There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any
ten percent (10.0%) or greater shareholder of the Company, except as set forth in the Registration Statement and SEC Reports.
B. Covenants
of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed
copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed
copies of the Registration Statement (without exhibits), the Registration Statements, the Base Prospectus, and the Prospectus Supplement,
as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor
any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material
in connection with the offering and sale of the Securities pursuant to the Placement other than the Registration Statements, the Base
Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any
other materials permitted by the Securities Act.
SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good
standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws
of the States applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly
existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations
under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement
Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of
this Agreement and the requirements of applicable law.
SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement
Agent or its designees the following compensation with respect to the Securities which the Placement Agent is placing:
A.
A cash fee (the “Cash Fee”) equal to an aggregate of seven percent (7.0%) of the aggregate gross proceeds raised in
the Placement, including any over-allotment subscription. The Cash Fee shall be paid at the Closing of the Placement.
B.
Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent up to $50,000 for the reasonable
and accounted fees and expenses of legal counsel. The Company will reimburse Placement Agent directly out of the Closing of the Placement..
C.
Upon the Closing of the Placement or Alternative Transaction (as defined below), for a period of twelve (12) months from such Closing
the Company grants the Placement Agent the right of first refusal to act as sole managing underwriter and sole book runner, sole placement
agent, or sole sales agent, for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings
for which the Company retains the service of an underwriter, agent, advisor, finder or other person or entity in connection with such
offering during such twelve (12) months period of the Company, or any successor to or any subsidiary of the Company, except that such
right of first refusal shall not apply to (i) a private offering of convertible debt of up to $1,000,000 (“Convertible Debt Financing”);
and (ii) a private placement of up to $50 million to non-U.S. Persons that are identified by the Company (“Reg. S Financing”
and together with the Convertible Debt Financing, the “Exempt Offerings”). The Company shall not offer to retain any entity
or person in connection with any such offering on terms more favorable than terms on which it offers to retain Placement Agent. Such
offer shall be made in writing in order to be effective. The Placement Agent shall notify the Company within ten (10) business days of
its receipt of the written offer contemplated above as to whether or not it agrees to accept such retention. If the Placement Agent should
decline such retention, the Company shall have no further obligations to the Placement Agent with respect to the offering for which it
has offered to retain the Placement Agent, except as otherwise provided for herein. “Alternative Transaction” shall mean
an alternative offering (registered or unregistered) of the Company’s equity, equity-linked, convertible or debt securities or
a reverse merger during the engagement term (as described in Section 5 hereof).
D.
The Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the
event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess
of FINRA Rules or that the terms thereof require adjustment.
SECTION
4. INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions
(the “Indemnification”) attached hereto as Addendum A, the provisions of which are incorporated herein
by reference and shall survive the termination or expiration of this Agreement.
SECTION
5. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing
Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date,
the “Termination Date”). After an initial period of six (6) months from the date of the Company’s Engagement Letter,
dated October 6, 2023, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by
either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by
the other party. The Agreement may not be earlier terminated other than for Cause (defined hereinafter). If there is a Closing of the
Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months
following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity
with, or receives any proceeds from, any of the investors contacted or introduced by the Placement Agent during the term of the Agreement
as evidenced by a list of such investors provided to the Company upon the Termination Date, then the Company will pay the Placement Agent
on the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for
the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, the Placement Agent’s gross negligence,
willful misconduct, or a material breach of the Agreement, after being notified in writing of such conduct, and not curing such alleged
conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained
herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to
pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will
survive any expiration or termination of the Agreement. The Placement Agent agrees not to use any confidential information concerning
the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under the Agreement.
SECTION
6. PLACEMENT AGENT INFORMATION. Notwithstanding anything herein to the contrary, if in the course of the Placement Agent’s
performance of due diligence, the Placement Agent deems it necessary to terminate this Agreement, the Placement Agent may do so at any
time upon immediate written notice. The Company agrees that any information or advice rendered by the Placement Agent in connection with
this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.
SECTION
7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable
by any person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company
acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties
or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.
SECTION
8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject
to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries
contained herein and in the Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates
pursuant to the provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each
of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent.
A.
No stop order suspending the effectiveness of the Registration Statements shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to
be included in the Registration Statements, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with
to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement
shall have been timely filed with the Commission.
B.
The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statements,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in
the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material
and is required to be stated therein or is necessary to make the statements therein not misleading.
C.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this
Agreement, the Securities, the Registration Statements, the Base Prospectus and the Prospectus Supplement and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel
for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably
request to enable them to pass upon such matters.
D.
The Placement Agent shall have completed its due diligence investigation of the Company to the satisfaction of the Placement Agent and
its counsel.
E.
The Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions, addressed to the
Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent; provided, however,
that the negative assurance letter will be only addressed to the Placement Agent.
F.
On the date of this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letters from each
of Audit Alliance LLP and Centurion ZD CPA & Co. as of each such date, addressed to the Placement Agent and in form and substance
satisfactory in all respects to the Placement Agent and Placement Agent’s counsel.
G.
On the Closing Date, Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable,
as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for
such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state
of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed
by the Company hereunder on or prior thereto have been fully performed in all material respects.
H.
On the Closing Date, Placement Agent shall have received a certificate of an Officer of the Company, dated, as applicable, as of the
date of such Closing, certifying to, among others, the organizational documents and board resolutions relating to the Placement of the
Securities from the Company.
I.
On the Closing Date, Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable,
as of the date of such Closing, certifying to, among others, certain regulatory matters and certain matters.
J.
On the Closing Date, Placement Agent shall have received a certificate of the Chief Financial Officer of the Company, dated, as applicable,
as of the date of such Closing, certifying to, among others, financial information.
K.
On the Closing Date, Placement Agent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of
the Company, dated, as applicable, as of the date of such Closing, certifying to, the Company’s eligibility to use the Registration
Statements.
L.
Lock-Up Agreements. On or before the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered
to the Placement Agent, lock-up agreements from the persons set forth on Exhibit A hereto, dated as of the date hereof, in the form set
forth on Exhibit B hereto.
M.
Neither the Company nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Registration Statements, the Base Prospectus and the Prospectus Supplement, any loss or interference
with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statements,
the Base Prospectus and the Prospectus Supplement, or (ii) since such date there shall not have been any change in the capital stock
or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting
the business, general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company
and its Subsidiaries, otherwise than as set forth in or contemplated by the Registration Statements, the Base Prospectus and the Prospectus
Supplement, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material
and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the
manner contemplated by the Registration Statements, the Base Prospectus, and Prospectus Supplement.
N.
The Company’s Ordinary Shares, no par value (the “Ordinary Shares”) are registered under the Exchange Act and,
as of the Closing Date, the Company has submitted the notification of listing of additional shares including Shares and the Warrant Shares
to the Trading Market or other U.S. applicable national exchange and has not received any information indicating that the such listing
of the Shares and the Warrant Shares will be rejected and satisfactory evidence of such action shall have been provided to the Placement
Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Ordinary
Shares under the Exchange Act or delisting or suspending from trading the Shares or the Warrant Shares from the Trading Market or other
applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission or the Trading Market
or other U.S. applicable national exchange is contemplating terminating such registration or listing.
O.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other
nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the
issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations
of the Company.
P.
The Company shall have prepared and filed with the Commission a Report of Foreign Private Issuer on Form 6-K with respect to the Placement,
including as an exhibit thereto this Agreement.
Q.
The Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect
and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.
R.
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all
filing fees required in connection therewith.
S.
On or prior to the Closing Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain VStock
Transfer, LLC as its transfer agent and registrar or another transfer agent and registrar that is registered with the Commission under
Section 17A(c) of the Securities Exchange Act of 1934, as amended, and authorized, experienced and able to provide such services.
T.
On or prior to the Closing Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain,
at its expense, Audit Alliance LLP as its independent registered accountants or another independent registered accounting firm that is
a PCAOB registered auditor authorized, experienced and able to provide such services, and shall cause such independent registered accounting
firm to audit the Company’s annual financial statements and to review the Company’s interim financial statements during such
period.
U.
Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.
If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of
the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant
to this Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel,
all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.
SECTION
9. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without
the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts
of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the
Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
SECTION
10. ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter
hereof, except the Engagement Letter. If any provision of this Agreement is determined to be invalid or unenforceable in any respect,
such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in
full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by
the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing
of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page
were an original thereof.
SECTION
11. CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential
and will not (except as required by applicable law or stock exchange requirement, regulation or legal process), without the Company’s
prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other
than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information only to its Representatives
(as such term is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informed
by the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential Information”
shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by
the Company to a Placement Agent or its Representatives in connection with such Placement Agent’s evaluation of the Placement.
Information communicated orally or otherwise than in writing, shall only be considered Confidential Information if such information is
designated as being confidential at the time of disclosure (or promptly thereafter) and is reduced in writing and identified to the Placement
Agent as being Confidential Information immediately after the initial disclosure. The term “Confidential Information”
will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement
Agent or its Representatives in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives
on a non-confidential basis from a third-party, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure
by the Company or any of its Representatives, (iv) is or has been independently developed by a Placement Agent and/or the Representatives
without use of any Confidential Information furnished to it by the Company, or (v) is required to be disclosed pursuant to applicable
legal or regulatory authority. The term “Representatives” shall mean each Placement Agent’s directors, board committees,
officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the
date that the Confidential Information ceases to be confidential and (b) two (2) years from the date hereof.
SECTION
12. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,
(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third
business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages hereto.
SECTION
13. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall,
from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in
the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and
journals, in each case at its own expense.
[The
remainder of this page has been intentionally left blank.]
Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.
|
Very truly yours, |
|
|
|
MAXIM GROUP LLC |
|
|
|
By: |
/s/ Clifford A. Teller |
|
|
Name: |
Clifford A. Teller |
|
|
Title: |
Co-President |
|
Address for notice: |
|
300 Park Ave, 16th Floor |
|
New York, NY 10022 |
|
Attention: James Siegel, General Counsel |
|
Email: jsiegel@maximgrp.com |
Accepted
and Agreed to as of
the
date first written above:
Bit Brother Limited |
|
By: |
/s/
Xianlong Wu |
|
|
Name: |
Xianlong Wu |
|
|
Title: |
Chief Executive Officer |
|
15/F,
Block A, Kineer Business Centre
53
Binjiang Road, Yuelu District ,
Changsha,
Hunan Province, China 410023
People’s
Republic of China
Tel:
+86 0731-85133570
Attn:
Xianlong Wu
Email:
jack.wu@bitbrother.com
[Signature
Page to Placement Agency Agreement Between
Bit
Brother Limited, and Maxim Group LLC]
9
Exhibit 99.6
Bit
Brother Limited Announces Pricing of $5.04 Million Registered Direct Offering
CHANGSHA,
China, Oct. 26, 2023 /PRNewswire/ -- Bit Brother Limited (“Bit Brother, ” “We” or the “Company”)
(NASDAQ: BETS), announced today that it has entered into a securities purchase agreement with certain accredited investors to sell $5.04
million of its Class A ordinary shares, Class B warrants and Class C warrants in a registered direct offering.
Under
the terms of the securities purchase agreement, Bit Brother has agreed to sell 14,000,000 Class A ordinary shares, Class B warrants
to purchase 14,000,000 Class A ordinary shares, and Class C warrants to purchase 14,000,000 Class A ordinary shares at a combined
purchase price of $0.36 per Class A ordinary share and associated warrants. The Class B warrants will be exercisable immediately
upon the date of issuance for a term of five years and have an initial exercise price of $0.36 and the Class C warrants will
be exercisable immediately upon the date of issuance for a term of two years and have an initial exercise price of $0.46 subject
to certain reset 30 trading days after closing. In addition to the customary cashless exercise rights provided in both the Class B warrants
and the Class C warrants, the Class C warrants will also provide an alternate cashless exercise allowing the holder to right to exercise
at any time, on a cashless exercise basis for a larger number of Class A ordinary shares under certain conditions.
The
gross proceeds to Bit Brother are estimated to be $5.04 million before deducting the placement agent fees and other estimated
offering expenses. The registered direct offering is expected to close on or about October 30, 2023, subject to the satisfaction
of customary closing conditions.
Maxim
Group LLC acted as sole placement agent for the offering.
The
Class A ordinary shares, Class B warrants and Class C warrants being sold pursuant to the registered direct offering is 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
Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at 212-895-3745.
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 Ltd is a multifaceted corporation with operations spanning business management in China and blockchain and cryptocurrency ventures
in the United States. Within the U.S. jurisdiction, the company strategically manages and integrates cryptocurrency mining
facilities. With a dedicated team of specialists, company has successfully expanded two mining ventures and is committed to further growth.
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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