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 September 2024
Commission
File Number: 001-41933
Haoxi
Health Technology Limited
Room
801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District
Beijing,
China
+86-10-13311587976
(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 ☐
Underwritten
Follow-on Offering
On
September 20, 2024 (the “Closing Date”), Haoxi Health Technology Limited (the “Company”), closed its underwritten
follow-on offering in connection with the offering and sale (the “Offering”) of 4,000,000 units (each, a “Unit,”
and, collectively, the “Units”), with each Unit consisting of (i) one Class A Ordinary Share, par value $0.0001 per share
(the “Class A Ordinary Share”) (or one pre-funded warrant to purchase one Class A Ordinary Share (the “Pre-Funded Warrant”)),
(ii) one Series A warrant to purchase one Class A Ordinary Share, subject to the adjustment as described below (the “Series A Warrant”),
and (iii) one Series B warrant to purchase such number of Class A Ordinary Share as described below, and in accordance with the terms
therein (the “Series B Warrant” and together with the Pre-Funded Warrant and the Series A Warrant, the “Warrants”),
at the public offering price of $3.00 per Unit. The Class A Ordinary Shares underlying the Warrants are referred to collectively as the
“Warrant Shares.” Each Unit was priced at $3.00, and the Company generated gross proceeds of $12,000,000, before deducting
offering expenses.
The
Pre-Funded Warrants are exercisable upon issuance at an exercise price of $0.0001 per share of Class A Ordinary Shares and will not expire
until exercised in full. The 5-year term Series A Warrants are exercisable upon issuance and have an initial exercise price of $3.00
per Class A Ordinary Share. On the sixteenth (16th) calendar day following the Closing Date (the “Series B Exercise Date”),
the exercise price of the Series A Warrant will be adjusted to $0.60, i.e., one fifth of the per Unit offering price, and the maximum
number of shares issuable upon exercise of the Series A Warrants will be adjusted to 20,000,000 Class A Ordinary Shares, i.e., five times
of the initial number of shares issuable. The 5-year Series B Warrants will be exercisable at any time or times on or after the Series
B Exercise Date at an exercise price of $0.0001 per Class A Ordinary Share. The maximum number of shares issuable upon exercise of the
Series B Warrants will be 16,000,000 shares, obtained by subtracting (I) the sum of (x) the aggregate number of shares sold on the Closing
Date and (y) the number of Class A Ordinary Shares issuable upon exercise in full of any Pre-funded Warrants, from (II) the quotient
determined by dividing (x) the sum of (i) the aggregate purchase price paid and (ii) the aggregate of all exercise prices paid or payable
upon exercise in full of the Pre-Funded Warrants, by (y) $0.60, which equals to 20% of the Nasdaq Minimum Price under the Nasdaq Listing
Rule 5635(d) as of September 18, 2024, the date immediately prior to the effectiveness of the registration statement on Form F-1 filed
for this Offering.
If
the Company, at any time while any of the Warrants is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
on shares of its Class A Ordinary Shares or any other equity or equity equivalent securities payable in Class A Ordinary Shares, (ii)
subdivides outstanding Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split)
outstanding Class A Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Class A Ordinary Shares or
any other shares of capital stock of the Company, then in each case the exercise price and the number of shares issuable upon exercise
of the Warrant shall be proportionately adjusted. However, if the adjustment above would otherwise result in an increase in the exercise
price of the Warrant, no adjustment shall be made.
In
the event of a fundamental transaction (“Fundamental Transaction”), as described in the Warrants and generally including
any merger, consolidation, sale of substantially all assets, or other change of control transaction in which the Company’s shareholders
immediately prior to such transaction own less than 50% of the voting power of the surviving entity, the holders of the Warrants will
be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that a holder of the number
of Class A Ordinary Shares for which this Warrant was exercisable immediately prior to the Fundamental Transaction would have been entitled
to receive pursuant to such transaction, or at the option of the holder, the Company or successor entity shall purchase such portion
of the Warrant that remains outstanding after the Fundamental Transaction for cash equal to the Black-Scholes value thereof. If the Company
is not the surviving entity in the Fundamental Transaction, any successor entity shall assume the obligations under this Warrant.
The
Warrants will be issued in certain form pursuant to a warrant agent agreement between Transhare Corporation, as warrant agent, and us.
The Warrants will initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf
of each Warrant holder.
The
Offering was conducted pursuant to an Underwriting Agreement, dated September 19, 2024 (the “Underwriting Agreement”), by
and between the Company and EF Hutton LLC, as the representative of several underwriters named in Schedule A of the Underwriting Agreement
Copies
of the form of each of the Underwriting Agreement, the Pre-funded Warrants, the Series A Warrant, the Series B Warrant and the Warrant
Agent 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 Underwriting Agreement, Warrants and the Warrant Agent Agreement are subject to and qualified
in their entirety by each such document.
On
September 19, 2024, the Company issued a press release announcing the pricing of the Offering. On September 20, 2024, the Company issued
a press release announcing the closing of the offering. A copy of each of the press releases is attached hereto as Exhibit 99.6, and
99.7, respectively.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Haoxi Health Technology Limited |
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| Date: September 23, 2024 |
By: |
/s/ Zhen Fan |
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Name: |
Zhen Fan |
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Title: |
Chief Executive Officer |
EXHIBIT
INDEX
3
Exhibit 5.2
September 20, 2024
Haoxi Health Technology Limited
Room 801, Tower C, Floor 8, Building 103, Huizhongli,
Chaoyang District, Beijing, China
Ladies and Gentlemen:
We have acted as United States
securities counsel to Haoxi Health Technology Limited, a company incorporated under the laws of the Cayman Islands (the “Company”),
in connection with the filing of a registration statement on Form F-1 (the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the following securities of the Company:
(i) 4,000,000 firm units (each a “Unit,” and, collectively, the “Units”), with each Unit consisting of (i) one
Class A Ordinary Share, par value $0.0001 per share (the “Class A Ordinary Shares”) (or one pre-funded warrant to purchase
one Class A Ordinary Share (the “Pre-Funded Warrants”)), (ii) one Series A warrant to purchase one Class A Ordinary Share
(the “Series A Warrants”), and (iii) one Series B warrant to purchase such number of Class A Ordinary Shares as determined
on the Series B Exercise Date (as defined below), and in accordance with the terms therein (the “Series B Warrants” and together
with the Pre-Funded Warrants and the Series A Warrants, the “Warrants”), (ii) up to 600,000 Units issuable upon the exercise
of an over-allotment option (the “Option Units”) granted to EF Hutton LLC, the representative of the underwriters named in
the Underwriting Agreement by and between the Company and EF Hutton LLC (the “Underwriting Agreement”), and (iii) up to 40,000,000
Class A Ordinary Shares underlying the Warrants (the “Warrant Shares”). The number of Class A Ordinary Shares issuable under
the Series A Warrants and the number of Class A Ordinary Shares issuable under the Series B Warrants will be set on the sixteenth
(16th) calendar day immediately following the issuance date of the Series B Warrants (the “Series B Exercise Date”).
The exercise price of the Series A Warrants will be equal to 20% of the Reference Price, and the exercise price of the Series B Warrants
will be equal to $0.0001 per Class A Ordinary Share. The Units, Option Units and Warrant Shares are collectively referred to herein as
the “Securities.” Capitalized terms used in this opinion letter and not otherwise defined herein shall have the respective
meanings given to them in the Underwriting Agreement and Forms of Warrants (as defined below).
In rendering the opinions
set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures
on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted
to us as copies conform to the authentic originals of such documents; (iv) each natural person signing any document reviewed by us had
the legal capacity to do so; and (v) the certificates representing the Securities will be duly executed and delivered.
We have also assumed that
(i) the Company has been duly incorporated, and is validly existing and in good standing; (ii) the Company has requisite legal status
and legal capacity under the laws of the jurisdiction of its incorporation, (iii) the Company has complied and will comply with all aspects
of the laws of the jurisdiction of its incorporation, in connection with the transactions contemplated by, and the performance of its
obligations under the Warrants; (iv) the Company has the corporate power and authority to execute, deliver and perform all its obligations
under the Warrants; (v) the Warrants have been duly authorized by all requisite corporate action on the part of the Company; (vi) except
to the extent expressly stated in the opinions contained herein, the opinions stated herein are limited to the agreements specifically
identified in exhibit 1.1 (Form of Underwriting Agreement), exhibit 4.2 (Form of Pre-funded Warrant), exhibit 4.3 (Form of Series A Warrant),
and exhibit 4.4 (Form of Series B Warrant, collectively with the Form of Pre-funded Warrant and the Form of Series A Warrant, the “Forms
of Warrants”) to the Registration Statement without regard to any agreement or other document referenced in any such agreement (including
agreements or other documents incorporated by reference or attached or annexed thereto); (vii) as provided in Section 10 of the Form of
Pre-funded Warrant, Section 9 of the Form of Series A Warrant, and Section 10 of the Form of Series B Warrant, all questions concerning
the construction, validity, enforcement and interpretation of the Warrants shall be governed by the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof; (viii) service of process will be effected in the manner and pursuant
to the methods of the State of New York at the time such service is effected; and (ix) at the time of exercise of the Warrants, a sufficient
number of Class A Ordinary Shares that have been reserved by the Company’s board of directors or a duly authorized committee thereof
will be authorized and available for issuance and that the consideration for the issuance and sale of the Class A Ordinary Shares in connection
with such exercise is in an amount that is not less than the par value of such Class A Ordinary Shares.
www.htflawyers.com | info@htflawyers.com
950 Third Avenue, 19th Floor - New York, NY 10022
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In connection with this matter,
we have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records, and instruments
and have examined such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein.
We are members of the Bar
of the State of New York. We do not hold ourselves out as being conversant with, or expressing any opinion with respect to, the laws of
any jurisdiction other than the federal laws of the United States of America and the laws of the State of New York. Accordingly, the opinions
expressed herein are expressly limited to the federal laws of the United States of America and the laws of the State of New York.
Based upon and subject to
the foregoing, we are of the opinion that (i) when the Units have been duly executed and delivered by the Company against payment of the
consideration therefor pursuant to the Underwriting Agreement, such Units will constitute binding obligations of the Company, enforceable
against the Company in accordance with the respective terms of the Class A Ordinary Shares and the Warrants; and (ii) when the Warrants
included in the Units have been duly executed and delivered by the Company against payment of the consideration therefor pursuant to the
Underwriting Agreement, such Warrants will constitute binding obligations of the Company, enforceable against the Company in accordance
with their terms.
Our opinions set forth above
with respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of
creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in
equity or at law), including, but not limited to, principles limiting the availability of specific performance or injunctive relief, and
concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances
of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative
of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements
or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.
This opinion letter speaks
only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after
the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising
after the date hereof, that might change the opinions expressed above.
This opinion letter is furnished
in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each
instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without
our prior written consent.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the use of our name as it appears under the caption “Legal Matters”
in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
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Very truly yours, |
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/s/ Hunter Taubman Fischer & Li LLC |
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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
HAOXI
HEALTH TECHNOLOGY LIMITED
UNDERWRITING
AGREEMENT
September
19, 2024
EF
Hutton LLC
590
Madison Avenue, 39th Floor
New
York, NY 10022
Ladies
and Gentlemen:
The
undersigned, Haoxi Health Technology Limited, an exempted company incorporated in the Cayman Islands with limited liability (collectively
with its subsidiaries, and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement
(as hereinafter defined), the “Company”), hereby confirms its agreement (this “Agreement”) with
several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each
an “Underwriter”) named in Schedule A hereto for which EF Hutton LLC is acting as the representative (in such
capacity, the “Representative”) to issue and sell an aggregate of 4,000,000 firm units. Each firm unit consists of
(i) one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share,” or “Class A Ordinary
Shares” in plural form, the “Firm Shares”) (or one pre-funded warrant to purchase one Class A Ordinary Share,
the “Pre-funded Warrant”) (ii) one Series A warrant to purchase one Class A Ordinary Share (subject to certain adjustments
as described in such Series A warrant), and (iii) one Series B warrant to purchase such number of Class A Ordinary Share as determined
on the Series B Exercise Date (as defined in such Series B warrant) (hereinafter, the “Pre-funded Warrant,” the “Series
A Warrant,” and the “Series B Warrant,” and collectively the “Firm Warrant” or “Firm Warrants”
in plural form) at a public offering price of $3.00 per unit, as set forth on the cover page of the Prospectus, as defined under Section
1(a) hereof (collectively, the “Firm Units”).
The
Company has also granted to the Representative an option to purchase up to 600,000 option units (the “Option Units,”
together with the Firm Units, the “Units”), representing 15% of the Firm Units sold in the Offering, as defined below
on the terms and for the purposes set forth in Section 2(c) hereof to purchase additional Firm Shares (the “Option Shares”)
and additional Firm Warrants (the “Option Warrants,” together with the Firm Warrants, the “Warrants”).
The Firm Shares, the Firm Warrants, Option Shares and Option Warrants, and the Class A Ordinary Shares underlying the Warrants (the “Warrant
Shares”) to be purchased pursuant to this Agreement are herein collectively referred to as the “Offered Securities.”
The offering and sale of the Offered Securities contemplated by this Agreement is referred to herein as the “Offering.”
The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Firm Shares and Firm Warrants
are immediately separable and will be issued separately in this Offering. The Option Shares and Option Warrants, if issued, are immediately
separable and will be issued separately in this Offering.
The
Company confirms its agreement with the Underwriters as follows:
SECTION
1. Representations and Warranties of the Company.
The
Company represents and warrants to the Underwriters as follows with the understanding that the same may be relied upon by the Underwriters
in the Offering, as of the date hereof and as of the Closing Date (as defined below) and each Option Closing Date (as defined below),
if any:
(a)
Filing of the Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the
“Commission”) a registration statement on Form F-1 (File No. 333-280174), which contains a form of prospectus to be
used in connection with the Offering and sale of the Offered Securities. Such registration statement, as amended, including the financial
statements, exhibits and schedules thereto contained in the registration statement at the time such registration statement became effective,
in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations promulgated thereunder (the “Securities Act Regulations”), and including
any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, or
pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Exchange Act”) and the rules and regulations
promulgated thereunder (the “Exchange Act Regulations”), is called the “Registration Statement.”
Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b)
Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term
“Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first
filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties
hereto, or, if no filing pursuant to Rule 424(b) under the Securities Act is required, the form of final prospectus relating to the Offered
Securities included in the Registration Statement at the effective date of the Registration Statement, is called the “Prospectus.”
All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the preliminary prospectus included
in the Registration Statement (each, a “preliminary prospectus”), the Prospectus, or any amendments or supplements
to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”). The preliminary prospectus that was included in the Registration Statement immediately
prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” Any reference to the
“most recent preliminary prospectus” shall be deemed to refer to the latest preliminary prospectus included in the registration
statement. Any reference herein to any preliminary prospectus or the Prospectus or any supplement or amendment to either thereof shall
be deemed to refer to and include any documents incorporated by reference therein as of the date of such reference.
(b)
“Applicable Time” means 9:20 A.M., Eastern Time, on the date of this Agreement.
(c)
Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the
Securities Act and the Securities Act Regulations on September 19, 2024. The Company has complied, to the Commission’s satisfaction,
with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness
of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted
or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission.
Each
preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if
filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical
in content to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Securities,
other than with respect to any artwork and graphics that were not filed. Each of the Registration Statement, any Rule 462(b) Registration
Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time
it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(a)(3)
of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and
did not and 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 Prospectus, as amended or supplemented, as of its date and at all subsequent
times until the Underwriters have completed the placement of the offering of the Offered Securities, did not and will not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding
sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any
post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus
or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters
furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished
on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Pricing Prospectus and
Prospectus, (ii) statements in the “Underwriting” section of the Prospectus relate to the names and corresponding share amounts
set forth in the table of Underwriters, the third and fourth sentences of the first paragraph under the sub-section titled “Commissions
and Expenses” and (iii) the sub-sections titled “Electronic Offer, Sale, and Distribution of Class A Ordinary Shares”,
“Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making” and “Selling Restrictions”,
in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There
are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to
the Registration Statement that have not been fairly and accurately described in all material respects or filed as required, except where
failure to do so would not result in a Material Adverse Effect.
(d)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented,
(ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any
other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters
Information.
(e)
Company Not Ineligible Issuer. (i) at the time of filing the Registration Statement and (ii) as of the date of the execution and
delivery of this Agreement, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without
taking account any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company
be considered an Ineligible Issuer.
(f)
Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus includes any information that conflicts with the information
contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified.
The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity
with the Underwriters Information.
(g)
Offering Materials Furnished to the Underwriters. The Company has delivered to the Underwriters copies of the Registration Statement
and of each consent and certificate of experts filed as a part thereof, and each preliminary prospectus and the Prospectus, as amended
or supplemented, in such quantities and at such places as the Underwriters have reasonably requested in writing.
(h)
Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the completion
of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the
Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to
by the Underwriters, and the Registration Statement.
(i)
The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable
law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable principles.
(j)
Authorization of the Offered Securities. The Offered Securities to be sold by the Company through the Underwriters have been duly
and validly authorized by all required corporate action and reserved for issuance and sale pursuant to this Agreement and, when so issued
and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed
by the Company. The Company has sufficient Class A Ordinary Shares for the issuance of the maximum number of Offered Securities issuable
pursuant to the Offering as described in the Prospectus.
(k)
No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any
securities of the Company registered for sale under the Registration Statement.
(l)
No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, subsequent to the respective dates as of
which information is given in the Disclosure Package: (i) there has been no material adverse change, or, to the knowledge of the Company,
any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or
in the earnings, business, prospects or operations, whether or not arising from transactions in the ordinary course of business, of the
Company (any such change, a “Material Adverse Change”); (ii) the Company has not incurred any material liability or
obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement
not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the
Company in respect of its share capital.
(m)
Independent Accountant. Wei, Wei & Co., LLP (the “Accountant”), which has expressed its opinions with respect
to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with
the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered
public accounting firm as required by the Securities Act and the Exchange Act.
(n)
Preparation of the Financial Statements. Each of the historical financial statements of the Company, respectively, filed with
the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, presents fairly in
all material respects, except where failure to do so would not result in a Material Adverse Effect, the information provided as of and
at the dates and for the periods indicated. Such financial statements comply as to form with the applicable accounting requirements of
the Securities Act and the Securities Act Regulations and have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other
financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement.
Each item of historical financial data relating to the operations, assets or liabilities of the Company set forth in summary form in
each of the preliminary prospectuses and the Prospectus fairly presents in all material respects, except where failure to do so would
not result in a Material Adverse Effect, such information on a basis consistent with that of the complete financial statements contained
in the Registration Statement.
(o)
Incorporation and Good Standing. The Company has been duly incorporated or formed and is validly existing and in good standing
with the registrar of companies of the Cayman Islands as a company limited by shares under the laws of the Cayman Islands and has corporate
power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the
Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing (as defined below), the Company does
not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure
Package.
(p)
Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set
forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit
plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in
the Disclosure Package and Prospectus, as the case may be). The Class A Ordinary Shares conform, and, when issued and delivered as provided
in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the
Disclosure Package and Prospectus. All of the issued and outstanding Class A Ordinary Shares have been duly authorized and validly issued,
are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Class A Ordinary Shares
were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities
of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights
to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other
than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock
plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately
and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval
or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities.
Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar
agreements with respect to the Company’s Class A Ordinary Shares to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s shareholders.
(q)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of
its memorandum of association or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”)
under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party
or by which it may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement
or to which any of the property or assets of the Company are subject (each, an “Existing Instrument”)), except for
such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s
execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure
Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the
provisions of the memorandum of association of the Company, (ii) will not conflict with or constitute a breach of, or Default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or
require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative
regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the
extent such conflict, breach, Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent,
approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or
agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions
contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities
under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).
(r)
Subsidiaries. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively,
the “Subsidiaries”) has been identified on Schedule E hereto. There is no entity which the Company indirectly
controls through contractual arrangements. Each of the Subsidiaries has been duly formed, is validly existing and in good standing under
the laws of the jurisdiction of its incorporation or has been duly formed and validly exists as a limited liability company under the
laws of the jurisdiction of its formation, has full power and authority (corporate or otherwise) to own its property and to conduct its
business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not result in a Material Adverse Change on the Company and its Subsidiaries, taken as
a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the equity interests of each Subsidiary have
been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles
of association and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”).
None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of
any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the
requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the
Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective
control. Other than the Subsidiaries, the Company does not directly or indirectly control any entity through contractual arrangements
or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under
U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the
Company directly or indirectly owns less than a majority of the equity interests of such person.
(s)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal,
governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (collectively, “Actions”)
pending or, to the Company’s knowledge, threatened (i) against the Company or any Subsidiary, (ii) which have as the subject thereof
any officer or director (in such capacities) of, or property owned or leased by, the Company, where in any such case (A) there is a reasonable
possibility that such Action might be determined adversely to the Company or any Subsidiary, and (B) any such Action, if so determined
adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions
contemplated by this Agreement. Except as otherwise disclosed in the Disclosure Package and the Prospectus, no material labor dispute
with the employees of the Company or any Subsidiary exists or, to the Company’s knowledge, is threatened or imminent. 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. No executive officer, to the knowledge
of the Company, is 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. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and
its Subsidiaries are in compliance with all applicable 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 result in a Material Adverse Change. Neither the Company or any Subsidiary, nor any director or officer thereof,
is or has within the last 10 years 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.
(t)
Intellectual Property Rights. Each of the Company and its Subsidiaries owns, possesses or licenses, and otherwise has legally
enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and
trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted
or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure
to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change.
Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company and its Subsidiaries
have not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company
and its Subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights
of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus
and are not described in all material respects; (iii) none of the technology employed by the Company and its Subsidiaries has been obtained
or is being used by the Company and its Subsidiaries in violation of any contractual obligation binding on the Company and its Subsidiaries
or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company and its Subsidiaries are not subject
to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or
instrumentality, or any arbitrator, nor has it entered into nor is either a party to any agreement made in settlement of any pending
or threatened litigation, which materially restricts or impairs the use of any Intellectual Property Rights.
(u)
All Necessary Permits, etc. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and its Subsidiaries
possess such valid and current certificates, authorizations or permits issued by the applicable regulatory agencies or bodies necessary
to conduct their respective businesses, and the Company and its Subsidiaries have not received any notice of proceedings relating to
the revocation or modification of, or non-compliance with, any such certificate, authorization or permit.
(v)
Title to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and its Subsidiaries
have good and marketable title to all the properties and assets reflected as owned by it in the financial statements referred to in Section
1(n) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interest, mortgage,
lien, encumbrance, equity, adverse claim or other defect, except such as do not materially and adversely affect the value of such property
and do not materially interfere with the use made or proposed to be made of such property by the Company and its Subsidiaries. The real
property, improvements, equipment and personal property held under lease by the Company and its Subsidiaries are held under valid and
enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made
of such real property, improvements, equipment or personal property by the Company and its Subsidiaries.
(w)
Tax Law Compliance. The Company and its Subsidiaries have filed all necessary income tax returns or has timely and properly filed
requested extensions thereof and each has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment,
fine or penalty levied against it. Specifically, all the Company’s Subsidiaries, have filed their tax returns for the fiscal years
2023, 2022 and 2021 and no taxes or duties with respect to such years are outstanding. The Company has made adequate charges, accruals
and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign
income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.
(x)
Company Not an “Investment Company.” The Company is not, and after giving effect to payment for the Offered Securities
and the application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Disclosure Package
and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
(y)
FINRA Affiliation. No officer, director or any beneficial owner of 10% or more of the Company’s unregistered securities
has any direct or indirect affiliation or association with any Participating Member (as defined under FINRA rules). The Company will
advise the Representative, its counsel, Pryor Cashman LLP and Hunter Taubman, Fischer & Li LLC, if it learns that any officer, director
or owner of 10% or more of the Company’s outstanding Class A Ordinary Shares is or becomes an affiliate or registered person of
a Participating Member.
(z)
Insurance. Each of the Company and the Subsidiaries is insured against such losses
and risks and in such amounts as the Company believes are prudent and customary in the businesses in which they are engaged, which, in
each case, the Company reasonably believes are adequate and customary for companies engaged in similar businesses. The Company has no
reason to believe that it will not be able (i) to renew its or their existing insurance coverage as and when such policies expire or
(ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its or their business as now
conducted at a cost that would not have a Material Adverse Effect, except in each case as described in each of the Registration Statement,
the Disclosure Package and the Prospectus.
(aa)
Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any other
person required to be described or filed in the Registration Statement, or described in the Disclosure Package or the Prospectus, that
have not been as set forth in the Registration Statement, the Prospectus and the Pricing Prospectus.
(bb)
Disclosure Controls and Procedures. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company has
established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act Regulations)
designed 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. Except
as otherwise disclosed in the Disclosure Package and the Prospectus, the Company is not aware of (a) any significant deficiency in the
design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report
financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company’s internal controls.
(cc)
Company’s Accounting System. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company maintains
a system of accounting controls designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(dd)
Money Laundering Law Compliance. The operations of the Company are and have been conducted at all times in material compliance
with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title
III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any competent
governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.
(ee)
OFAC. (i) Neither the Company and its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee or affiliate
of the Company and its Subsidiaries, or any other person authorized to act on behalf of the Company, is an individual or entity (“Person”)
that is, or is owned or controlled by a Person that is:
A.
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury
(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor
B.
located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar,
Cuba, Iran, Libya, North Korea, Sudan and Syria).
(ii)
The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such
proceeds to any Subsidiary, joint venture partner or other Person:
A.
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions; or
B.
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).
(ff)
Foreign Corrupt Practices Act. Neither the Company and its Subsidiaries nor, to the knowledge of the Company, any director, officer,
employee or affiliate of the Company or any other person authorized to act on behalf of the Company has, directly or indirectly, knowingly
given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of
business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency
or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other
person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual
or proposed transaction) that might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or
proceeding.
(gg)
Compliance with Sarbanes-Oxley Act of 2002. The Company has taken all necessary actions to ensure that, upon the effectiveness
of the Registration Statement, it will be in material compliance, except where failure to do so would not result in a Material Adverse
Effect, with any provision applicable to it of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules
and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and
906 related to certifications of the Sarbanes-Oxley Act.
(hh)
Exchange Act Filing. 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 Class A Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission
is contemplating terminating such registration.
(ii)
Foreign Private Issuer Status. The Company is a “foreign private issuer” within the meaning of Rule 405 under the
Securities Act.
(jj)
[Intentionally omitted].
(kk)
Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission
all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from
the issuance of the Firm Shares as may be required under Rule 463 under the Securities Act.
(ll)
Valid Title. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company has legal and valid title
to all of its properties and assets, free and clear of all liens, charges, encumbrances, equities, claims, options and restrictions except
such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed
to be made of such property by such entity; each lease agreement to which it is a party is duly executed and legally binding; its leasehold
interests are set forth in and governed by the terms of any lease agreements, and, to the best of the Company’s knowledge such
agreements are valid, binding and enforceable in accordance with their respective terms; and the Company does not own, operate, manage
or have any other right or interest in any other material real property of any kind, except as described in the Prospectus or the Disclosure
Package.
(mm)
Foreign Tax Compliance. Except as otherwise disclosed in the Disclosure Package and the Prospectus, no transaction, stamp, capital
or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in mainland China, Hong Kong or the
Cayman Islands to any Chinese, Hong Kong or Cayman Islands taxing authority in connection with the issuance, sale and delivery of the
Offered Securities, and the delivery of the Offered Securities to or for the account of the Investors.
(nn)
Compliance with SAFE Rules and Regulations. Except as otherwise disclosed in Disclosure Package and the Prospectus, the Company
has taken reasonable steps to cause the Company’s shareholders who are residents or citizens of the People’s Republic of
China (“PRC”), to comply with any applicable rules and regulations of the State Administration of Foreign Exchange
(“SAFE”) relating to such shareholders’ shareholding with the Company (the “SAFE Rules and Regulations”),
including, without limitation, taking reasonable steps to require each shareholder that is, or is directly or indirectly owned or controlled
by, a resident or citizen of the PRC to complete any registration and other procedures required under applicable SAFE Rules and Regulations.
(oo)
M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission,
the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”)
and SAFE on August 8, 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require
offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly
or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their
securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A
Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters:
(i)
Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities,
the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated
by this Agreement are not as of the date hereof, and will not be at the Closing Date or the Option Closing Date, materially affected
by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related
to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”).
(ii)
Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules
and Related Classifications do not require the Company to obtain any other approval of the CSRC prior to the issuance and sale of the
Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions
contemplated by this Agreement.
(pp)
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers prior to the Offering (the “Insiders”) as well as
in the Lock-Up Agreement in the form attached hereto as Exhibit A provided to the Representative is true and correct in all material
respects, except where failure to do so would not result in a Material Adverse Effect, and the Company has not become aware of any information
which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate and incorrect in any
material respect.
Any
certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Representative shall be deemed
to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein. The Company acknowledges
that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company,
will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
(qq)
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 Offered Securities hereunder, 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, are 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). Except as set forth in the Registration Statement and the Prospectus, 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 each Closing Date. The Registration Statement and the Prospectus set 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 $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 $50,000 due under leases required to be capitalized in accordance with U.S. GAAP. Except as set forth in the Registration
Statement and the Prospectus, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(rr)
Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act 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 Offered Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting
purchases of, any of the Offered 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 Underwriters
in connection with the Offering.
(ss)
Testing the Waters Communications. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Underwriters with entities that are qualified institutional buyers within the meaning of Rule
144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and
(b) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that
the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed
any Written Testing-the-Waters Communications.
(tt)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries 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 owns or controls, directly or indirectly, five percent or more of
the outstanding shares of any class of voting securities or 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 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.
(uu)
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 the Underwriters’
request.
(vv)
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of
Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be
used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any
of the Offered Securities to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal
Reserve Board.
(ww)
Integration. 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 the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such
securities under the Securities Act.
(xx)
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual in nature and that none of the Underwriters or their respective affiliates or any selling agent shall be deemed to be acting
in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering
and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges
that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the
price to the public and the purchase price paid to the Company by the Underwriters for the Offered Securities and the Underwriters have
no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases,
to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged
breach of fiduciary duty in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
(yy)
Trial Measures. The Company is aware of and has been advised as to the content of the Trial Administrative Measures of the Overseas
Securities Offering and Listing by Domestic Companies and five ancillary interpretive guidelines promulgated by the CSRC (collectively,
the “Trial Measures”). In particular, the relevant provisions thereof require the Chinese domestic companies that
seek to offer and list securities in overseas markets, either in direct or indirect means, to fulfill the filing procedures with the
CSRC and report relevant information, if (i) any of the total assets, net assets, revenues or profits of the domestic operating entities
of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited
consolidated financial statement for the same period; (ii) its major operational activities are carried out in China or its main places
of business are located in China or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens
or are domiciled in China. The Company has received legal advice specifically with respect to the Trial Measures from its PRC counsel
and based on such legal advice, the Company confirms with the Underwriters that the Company is subject to the Trial Measures and shall
complete the filing with the CSRC within three working days from the closing of this Offering.
(zz)
Warrants.
| (i) |
Warrant
Shares underlying the Warrants have been duly authorized and validly reserved for issuance, conform to the description thereof in
the Registration Statement, the General Disclosure Package and the Prospectus and will, upon exercise of the Warrants and payment
of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation
of or be subject to preemptive or similar rights to subscribe for or purchase securities of the Company and the holders thereof will
not be subject to personal liability by reason of being such holders. |
| (ii) |
The Company
has full right, power and authority to execute and deliver the Warrants pursuant to this Agreement. The Company has duly and validly
authorized the Warrants. |
| (iii) |
When issued,
the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of
the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the
terms thereof and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
(ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities
laws; and (iii) 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 therefor may be brought. |
(aaa)
Scheme or Arrangement with Shareholders. None of the Company, its Subsidiaries, or its affiliates is a party to any scheme or arrangement
through which shareholders or potential shareholders are being loaned, given or otherwise having money made available for the purchase
of shares whether before, in or after the Offering. None of the Company, its Subsidiaries, or its affiliates is aware of any such scheme
or arrangement, regardless of whether it is a party to a formal agreement.
(bbb)
D&O Insurance. The Company is maintaining certain officers’ and directors’ insurance for each of the officers
and directors of the Company in a manner consistent with the Company’s business and industry standards.
(ccc)
Financial Public Relations Firm. As of the date of this Agreement, the Company have retained WFS Investor Relations as the financial
public relations firm, which is experienced in assisting issuers in public offerings of securities and in their relations with their
security holders.
(ddd)
Transfer Agent. The Company has engaged and maintained Transhare Corporation (the “Transfer Agent”) as the transfer
agent for the Company’s securities.
(eee)
Internal Controls. The Company maintains a system of internal accounting controls designed to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with U.S. GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. The internal controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance
with the rules of the Nasdaq Stock Market (“Nasdaq”).
(fff)
Exchange Listing. The Class A Ordinary Shares have been listing on the Nasdaq Capital Market. The Company is in material compliance
with the provisions of the rules and regulations promulgated by Nasdaq and has no reason to believe that it will not, in the foreseeable
future, continue to be in compliance with all such listing and maintenance requirements (to the extent applicable to the Company as of
the date hereof, the Closing Date or the Option Closing Date; and subject to all exemptions and exceptions from the requirements thereof
as are set forth therein, to the extent applicable to the Company). Without limiting the generality of the foregoing and subject to the
qualifications above: (i) all members of the Company’s board of directors who are required to be “independent” (as
that term is defined under applicable laws, rules and regulations), including, without limitation, all members of each of the Audit Committee,
compensation committee and nominating and corporate governance committee of the Company’s board of directors, meet the qualifications
of independence as set forth under such laws, rules and regulations, (ii) the Audit Committee has at least one member who is an “audit
committee financial expert” (as that term is defined under such laws, rules and regulations), and (iii) the Company meets all requirements
for listing on the Nasdaq Capital Market.
SECTION
2. Firm Units; Option Units and Warrants.
(a)
Purchase of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the Underwriters Firm Units at a purchase price (net of discounts) of $2.79
per Firm Unit. The Underwriters agree to purchase from the Company the Firm Units, with each Firm Unit consisting of one Firm Share and
one Firm Warrant. The Company hereby agrees to issue the Representative, for the delivery to the purchasers on the Closing Date (“Issuance
Date”), Firm Warrants, substantially in the form of Exhibit B hereto.
(b)
Delivery of and Payment for Firm Shares and Firm Warrants. Delivery of and payment for the Firm Shares shall be made at approximately
12:00 P.M., Eastern time, on the first (1st) Business Day following the Applicable Time, or at such time as shall be agreed
upon by the Representative and the Company, at the offices of the Representative’s counsel or at such other place as shall be agreed
upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Shares is called the “Closing
Date.” The closing of the payment of the purchase price for the Firm Units is referred to herein as the “Closing.”
Payment for the Firm Units shall be made on the Closing Date by wire transfer in federal (same day) funds upon (i) the entry of the name
of the Underwriters (or their nominees) in the register of members of the Company (ii) delivery to the Underwriters of certificates (in
form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated through the full fast
transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Shares
shall be registered in such names and in such denominations as the Underwriters may request in writing at least one Business Day prior
to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at
least one full Business Day prior to the Closing Date; and (iii) delivery to the Representative, for the delivery to the purchasers,
the Firm Warrants on the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment
by the Underwriters for all the Firm Units. The term “Business Day” means any day other than a Saturday, a Sunday
or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.
(c)
Option Units. The Company hereby grants to the Representative an option (the “Over-allotment Option”) to purchase
up to 600,000 Option Units, representing 15% of the Firm Units in the Offering, solely for the purpose of covering over-allotments of
such securities, if any. The Over-allotment Option is, at the Representative’s sole discretion, for the Option Units.
(d)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by
the Representative on or within 45 days after the closing of the Offering. The purchase price to be paid per Option Unit shall be equal
to the price per Firm Unit in Section 2(a). The Representative shall not be under any obligation to purchase any Option Units
prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral or
written notice to the Company from the Representative, which shall be confirmed in writing via overnight mail or facsimile or other electronic
transmission, setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option
Units (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the
notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative’s
counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company
and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date
will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Units,
subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Representative the number
of Option Units specified in such notice and (ii) the Representative shall purchase that portion of the total number of Option Units.
(e)
Delivery and Payment of Option Units. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in
federal (same day) funds, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative)
representing the Option Shares (or through the facilities of DTC) for the account of the Representative and issue and deliver the Representative,
for delivery to such purchasers, Option Warrants. The Option Units shall be registered in such name or names and in such authorized denominations
as the Representative may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall
not be obligated to sell or deliver the Option Units except upon tender of payment by the Representative for applicable Option Units.
The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are
simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of both the
Firm Units and Option Units.
(f)
Underwriting Discount. In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters
7% of the gross proceeds of this Offering.
SECTION
3. Covenants of the Company.
The
Company covenants and agrees with the Underwriters as follows:
(a)
Underwriters’ Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time and ending
on the later of the Closing Date or such date as, in the opinion of counsel for the Representative, the Prospectus is no longer required
by law to be delivered in connection with sales by the Underwriters or selected dealers, including under circumstances where such requirement
may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending
or supplementing the Registration Statement or the Prospectus, including any amendment or supplement through incorporation by reference
of any report filed under the Exchange Act, the Company shall furnish to the Underwriters for review a copy of each such proposed amendment
or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriters reasonably object.
(b)
Securities Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly
advise the Underwriters, the Representative and Representative’s counsel in writing (i) of the receipt of any comments of, or requests
for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment
to the Registration Statement or any amendment or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date
that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing
or suspending the use of the Registration Statement, the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend
or terminate from listing or quotation the Offered Securities from any securities exchange upon which it is listed for trading or included
or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall
enter any such stop order or order or notice of prevention or suspension at any time, the Company will use commercially reasonable efforts
to obtain the lifting of such order at the earliest possible moment or will file a new registration statement and use commercially reasonable
efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall
comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing
of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner
by the Commission.
(c)
Exchange Act Compliance. During the Prospectus Delivery Period, to the extent the Company becomes subject to reporting obligation
under the Exchange Act, the Company shall file all documents required to be filed with the Commission pursuant to Sections 13, 14 or
15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.
(d)
Amendments and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters. If, during the Prospectus
Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus
as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein in light of the circumstances under which they were made, as the case may be, not misleading, or
if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, in order to make the statements therein, in
light of the circumstances under which they were made, as the case may be, not misleading, or if in the opinion of the Underwriters it
is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file a new
registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus,
the Company agrees to (i) notify the Underwriters of any such event or condition (unless such event or condition was previously brought
to the Company’s attention by the Underwriters during the Prospectus Delivery Period) and (ii) promptly prepare (subject to Section
3(a) and Section 3(f) hereof), file with the Commission (and use its commercially reasonable efforts to have any amendment
to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters
and to dealers, amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration
statement, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in light
of the circumstances under which they were made, as the case may be, not misleading or so that the Registration Statement, the Disclosure
Package or the Prospectus, as amended or supplemented, will comply with law.
(e)
Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior
written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free
Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the
Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities
Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing
prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters is hereinafter referred
to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case
may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case
may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.
(f)
Copies of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Underwriters, without charge, during
the Prospectus Delivery Period, as many copies of each of the preliminary prospectuses, the Prospectus and the Disclosure Package and
any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Underwriters
may reasonably request.
(g)
Use of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it in the manner described
under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.
(h)
[Intentionally omitted.]
(i)
[Intentionally omitted.]
(j)
[Intentionally omitted.]
(k)
Future Reports to the Underwriters. For one year after the date of this Agreement, the Company will furnish, upon written request
by the Representative and if not otherwise available on EDGAR, to the Representative at 590 Madison Avenue 39th Floor, New
York, NY, 10022 Attn: Stephanie Hu (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company
containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity
and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants;
(ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 20-F, semi-annual financial
statements using a Form 6-K or other report filed by the Company with the Commission; and (iii) as soon as available, copies of any report
or communication of the Company mailed generally to holders of its share capital.
(l)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that
has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the
Company.
(m)
Warrants.
(i)
Warrant Shares issued upon the exercise of any Warrant, in whole or part, shall be issued free of all restrictive legends.
(ii)
The Company shall enter into certain warrant agent agreement with the Transfer Agent (the “Warrant Agent Agreement”), in
the form satisfactory to the Representative.
(n)
Company Lock-Up.
(i)
The Company, on behalf of itself and any successor entity, agrees that, it will not, without the prior written consent of the Representative,
from the date of execution of this Agreement and continuing for a period of 90 days after the closing of the Offering (the “Lock-Up
Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary
Shares or Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares, and together with Class A Ordinary Shares,
the “Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the
Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares
of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any
offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any
swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or
any such other securities of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled
by delivery of Ordinary Shares or such other securities of the Company, in cash or otherwise. If the Company and the Representative choose
to do subsequent financing with the Representative as the underwriter or placement agent within 180 days and if it is mutually agreed
that the lock-up arrangement can be waived (including the Lock-Up Period), then the Representative may waive the lock-up clause as necessary
as requested.
(ii)
The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the issuance by the Company
of Class A Ordinary Shares upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on
the date hereof, in each case, describe as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (C) the
issuance by the Company of any security under any equity-based compensation plan, incentive plan, stock plan or dividend reinvestment
plan adopted and approved by a majority of the disinterested directors of the Company (the “Equity Incentive Plan”),
(D) filing a registration statement on Form S-8 in connection with the registration of Class A Ordinary Shares issuable under any Equity
Incentive Plan, and (E) Class A Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third
party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration
agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling
portion of the equity of another entity; provided that (x) the aggregate number of Class A Ordinary Shares issued pursuant to clause
(E) shall not exceed five percent (5%) of the total number of outstanding Class A Ordinary Shares immediately following the issuance
and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Class A Ordinary Shares or other securities issued
or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A
hereto.
(o)
Restriction on Continuous Offerings. Notwithstanding the restrictions contained in Section 3(n), the Company, on behalf
of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of
90 days from the Applicable Time, directly or indirectly in any “at-the-market” or continuous equity transaction, offer to
sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of the Company or any securities convertible into
or exercisable or exchangeable for shares of the Company.
(p)
Exchange Listing. The Company shall use its commercially reasonable efforts to maintain the listing of the Class A Ordinary Shares
on Nasdaq Capital Market and shall not voluntarily delist the Class A Ordinary Shares on Nasdaq Capital Market for at least three (3)
years from the Closing (the “Listing Period”). The Company further agrees, if during the Listing Period, the Company
applies to have the Class A Ordinary Shares traded on any of the following markets or exchanges, including the NYSE American, the Nasdaq
Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing) (each “Other
Trading Market”), it will then include in such application all of the Securities, and will take such other action as is necessary
to cause all of such securities 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 Class A Ordinary Shares on such Other Trading Market during
the Listing Period and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws
or rules of such Other Trading Market. During the Listing Period, the Company agrees to maintain the eligibility of the Class A 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.
(q)
Continuance of Independent Accountant. The Company shall continue to retain a nationally recognized independent registered public
accounting firm for a period of at least three (3) years after the Closing. Such Independent Accountant shall be reasonably acceptable
to the Representative. The Representative acknowledges that the Accountant, Wei, Wei & Co., LLP, is acceptable to the Representative.
SECTION
4. Payment of Fees and Expenses. Whether or not
the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or reimburse
if paid by the Representative: (i) all of the Company’s costs and expenses incident to the Offering and the performance of its
obligations under this Agreement and (ii) all reasonable out-of-pocket costs and expenses incident to the performance of the obligations
of EF Hutton LLC in connection with this offering (including, without limitation, the fees and expenses of the Representative’s
outside attorneys, background checks and due diligence costs), excluding certain expenses, such costs and expenses not to exceed $120,000
without the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed). Any unused portion
of the advances paid by the Company to the Representative prior to the date hereof shall be returned to the Company to the extent the
Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).
SECTION
5. Conditions of the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Offered Securities as provided herein on the Closing Date or the Option Closing Date
shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof
as of the date hereof and as of the Closing Date or the Option Closing Date as though then made; (2) the timely performance by the Company
of its covenants and other obligations hereunder; and (3) each of the following additional conditions:
(a)
Accountant’s Comfort Letter. On the Closing Date, the Representative shall have received from the Accountant, a letter dated
the Closing Date addressed to the Representative, in form and substance satisfactory to the Representative, containing statements and
information of the type ordinarily included in accountants’ “comfort letters” to Representative, delivered according
to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements
and certain financial information contained in the Registration Statement and the Prospectus.
(b)
CFO Circle-Up Certificate. On the date hereof, the Representative shall have received from the Chief Financial Officer of the
Company, a certain certificate dated the date hereof, in form and substance satisfactory to the Representative, containing statements
and confirmation verifying the numbers identified and circled by the Representative’s counsel.
(b)
Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order. During the period from and
after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable:
(i)
the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities
Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective
amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall
have become effective; and
(ii)
no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement,
shall be in effect and no proceedings for such purpose shall have been instituted or, to the knowledge of the Company, threatened by
the Commission.
(c)
No Material Adverse Change. For the period from and after the date of this Agreement to and including the Closing Date or the
Option Closing Date, in the reasonable judgment of the Representative there shall not have occurred any Material Adverse Change.
(d)
CFO Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate
executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the
Company, with respect to certain financial data contained in the Registration Statement,
Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance
reasonably satisfactory to the Representative.
(e)
Officers’ Certificate. On the Closing Date and/or the Option Closing Date, if any, the Representative shall have received
a written certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date,
to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus
and any amendment or supplement thereto, each Issuer Free Writing Prospectus and this Agreement, to the effect that:
(i)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,
and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or
prior to such Closing Date;
(ii)
No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order
having the effect of ceasing or suspending the distribution of the Offered Securities or any other securities of the Company has been
issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities
regulatory authority or stock exchange in the United States; and
(iii)
Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been:
(a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions
entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries
taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any
material change in the share capital (except changes thereto resulting from the exercise of outstanding options or warrants or conversion
of outstanding indebtedness into Class A Ordinary Shares of the Company) or outstanding indebtedness of the Company or any Subsidiary
(except for the conversion of such indebtedness into Class A Ordinary Shares of the Company); (e) any dividend or distribution of any
kind declared, paid or made on Class A Ordinary Shares of the Company; or (f) any loss or damage (whether or not insured) to the property
of the Company or any Subsidiary which has been sustained or will have been sustained which has a material adverse effect on the assets,
business or operations of the Company and its Subsidiaries, individually or in the aggregate.
(f)
CEO Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a certificate of the
Company signed by the Chief Executive Officer of the Company, dated as of such date, certifying: (i) that each of the Company’s
Amended and Restated Articles of Association and Memorandum of Association attached to such certificate is true and complete, has not
been modified and is in full force and effect; (ii) that each of the Subsidiaries’ articles of association, memorandum of association
or any equivalent charter documents attached to such certificate is true and complete, has not been modified and is in full force and
effect; (iii) that the resolutions of the Company’s Board of Directors relating to the Offering attached to such certificate are
in full force and effect and have not been modified; and (iv) the good standing of the Company and each of the Subsidiaries (except in
such jurisdictions where the concept of good standing is not applicable). The documents referred to in such certificate shall be attached
to such certificate. The certificate(s) evidencing the good standing status shall have an issuance date not more than five (5) Business
Days earlier than the Closing Date and/or the Option Closing Date.
(g)
Bring-down Comfort Letter. On each of the Option Closing Date, the Representative shall have received from the Accountant, a letter
dated such date, in form and substance satisfactory to the Representative, to the effect that the Accountant reaffirms the statements
made in the letter furnished by it pursuant to subsection (a) of this Section 5, except that the specified date referred to therein
for the carrying out of procedures shall be no more than one (1) Business Day prior to such Option Closing Date.
(h)
Lock-Up Agreement from Certain Securityholders of the Company. On or prior to the date hereof, the Company shall have furnished
to the Representative an agreement substantially in the form of Exhibit A hereto from each of the Company’s officers, directors,
security holders of 5% or more of the Company’s Class A Ordinary Shares and Class B Ordinary Shares or securities convertible into
or exercisable for the Company’s Ordinary Shares listed on Schedule D hereto.
(i)
[Intentionally omitted.]
(j)
Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, if any, the Representative shall have received:
| (i) |
the favorable
opinion of Hunter Taubman Fischer & Li LLC, securities counsel to the Company, dated as of such date, addressed to the Representative,
including negative assurances, in form and substance reasonably satisfactory to the Representative; |
| (ii) |
the favorable
opinion of Ogier, special Cayman Islands counsel to the Company, addressed to the Representative, in form and substance reasonably
satisfactory to the Representative; and |
| (iii) |
the favorable
opinion of Sino Pro Law Firm, PRC counsel to the Company for certain legal matters, addressed to the Representative, in form and
substance reasonably satisfactory to the Representative, which shall include the certificate of Company’s full compliance with
the Trial Measures. |
(k)
[Intentionally omitted.]
(l)
The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Warrants, as applicable) delivered
by a Holder (as defined in the Warrants, as applicable) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s)
of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares
subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date. The Company acknowledges and agrees that
the Holders are third-party beneficiaries of this covenant of the Company.
(m)
Additional Documents. On or before the Closing Date and/or the Option Closing Date, the Representative and counsel for the Representative
shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass
upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained.
If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Representative by written notice to the Company at any time on or prior to the Closing Date and/or the Option Closing Date, which
termination shall be without liability on the part of any party to any other party, except that Section 4 (with respect to the
reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at
all times be effective and shall survive such termination.
SECTION
6. Effectiveness of this Agreement. This Agreement
shall not become effective until the later of (i) the execution of this Agreement by the parties hereto and (ii) notification (including
by way of oral notification from the reviewer at the Commission) by the Commission to the Company of the effectiveness of the Registration
Statement under the Securities Act.
SECTION
7. Indemnification.
(a)
Indemnification by the Company.
(i)
General. The Company shall indemnify and hold harmless to the fullest extent permitted by applicable law the Underwriters, their
respective affiliates and each of their respective present and former directors, officers, members, employees, agents and controlling
person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange
Act (collectively the “Underwriters Indemnified Parties,” and each a “Underwriters Indemnified Party”)
from and against any losses, claims, damages, expense, fines (which may be imposed by any governmental authority, including the CSRC)
or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company)
arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including
the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to
Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement,
or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material
fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any untrue
statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with
the approval of, the Company in connection with the marketing of the offering of the Securities, including any roadshow or investor presentations
made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iv)
in whole or in part any inaccuracy in any material respect in the representations and warranties of the Company contained herein; provided,
however, that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage is based on any untrue
statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished to the
Company in writing with respect to the Underwriters Indemnified Party by the Underwriters Indemnified Party expressly for use in the
Registration Statement, the Prospectus, or any amendment thereof or supplement thereto, and shall reimburse such Underwriters Indemnified
Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such
loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary
prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus
or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriters Information.
The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the
Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to
each Underwriters Indemnified Party. The Company agrees that without the Representative’s prior written consent, which shall not
be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim,
action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (whether
or not the Representative or any other Underwriters Indemnified Party is an actual or potential party to such claim, action or proceeding),
unless such settlement, compromise or consent includes an unconditional release of each Underwriters Indemnified Party from liability
arising out of such claim, action or proceeding.
(ii)
Witness. In the event that an Underwriters Indemnified Party is required to appear as a witness in any action brought by or on
behalf of or against the Company in which such Underwriters Indemnified Party is not named as a defendant, the Company agrees to promptly
reimburse the Representative on a monthly basis for all expenses incurred by it in connection with such Underwriters Indemnified Party’s
appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal
counsel.
(iii)
Multiple Claims. If multiple claims are brought with respect to at least one of which indemnification is permitted under applicable
law and provided for under this Agreement, the Company agrees that any judgment or arbitration award shall be conclusively deemed to
be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment or arbitration award
expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available.
(b)
Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates
and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties”
and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in
settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue
statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information”
filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus,
or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus,
any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration
Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent
that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse
the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend
or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation
or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall
any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection
with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability,
which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity
to each Company Indemnified Party.
(c)
Procedure. Promptly after receipt by an indemnified party under this Section 7 of notice of any intention or threat to
commence an action, suit or proceeding or notice of the commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in writing of the commencement
of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 7 except to the extent it has been materially adversely prejudiced by such failure; and, provided, further,
that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise
than under this Section 7. If any such action shall be brought against an indemnified party, and it shall notify the indemnifying
party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified party
(which counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying party). After notice
from the indemnifying party to the indemnified party of its election to assume the defense of such action, except as provided herein,
the indemnifying party shall not be liable to the indemnified party under Section 7(a) or 7(b), as applicable, for any
legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable
costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation)
shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the
Company in the case of a claim for indemnification under Section 7(a), (ii) the Indemnified Party has reasonably concluded (based
upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnified Party that are not available
to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party)
between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense
of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified
Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense
of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable
fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall
the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing the Indemnified
Party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of
a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified
party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in
connection with the defense of such action. Subject to this Section 7(c), the amount payable by an indemnifying party under Section
7 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other
expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise
incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing.
No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry
of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution
could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably
satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the
following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever
that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written
consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the
indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such
settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days
after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
(d)
Contribution. If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an
indemnified party under Section 7(a) or Section 7(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss, claim,
damage, expense or liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as
shall be appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified
parry or parties on the other hand from the offering of the Offered Securities, or (ii) if the allocation provided by clause (i) of this
Section 7(d) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) of this Section 7(d) but also the relative fault of the indemnifying party or parties on the one hand
and the indemnified party or parties on the other with respect to the statements, omissions, acts or failures to act which resulted in
such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant
equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect
to such offering shall be deemed to be in the same proportion as the total proceeds from the offering of the Offered Securities purchased
by investors as contemplated by this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts
received by the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus.
The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the Underwriters on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or failure to act;
provided that the parties hereto agree that the written information furnished to the Company by the Underwriters for use in any preliminary
prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters
Information. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section
7(d) be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action,
investigation or proceeding referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section
7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend
or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim,
damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7(d), the Underwriters
shall not be required to contribute any amount in excess of the total discounts received in cash by the Underwriters in connection with
the Offering less the amount of any damages that the Underwriters have otherwise paid or become liable to pay by reason of any untrue
or alleged untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
SECTION
8. Termination of this Agreement. Prior to the
Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement
under the Securities Act, this Agreement may be terminated by the Representative by written notice given to the Company if at any time
(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq;
(ii) a general banking moratorium shall have been declared by any U.S. federal or Cayman Islands authorities; (iii) there shall have
occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States
or international financial markets, or any substantial change or development involving a prospective substantial change in United States’
or international political, financial or economic conditions that, in the reasonable judgment of the Representative, is material and
adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to
enforce contracts for the sale of securities, (iv) the Company fails or refuses to comply with the material terms or to fulfill any of
the material conditions of this Agreement, or for any reason the Company shall be unable to perform its obligations under this Agreement;
(v) the company fails to comply with all the regulatory requirements under the laws of PRC to get listed overseas, including but not
limited to Trial Measures, M&A Rules; or (vi) other regulatory approval (including but not limited to NASDAQ approval) for the Offering
is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale
and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to
this Section 8 and Section 14 shall be without liability on the part of (a) the Company to any of the Underwriters, except
that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Representative for only those documented
out-of-pocket expenses (including the reasonable fees and expenses of their counsel, which shall not exceed $120,000, in the event that
there is not a Closing, and other out-of-pocket expenses, actually incurred by the Representative in connection herewith as allowed under
FINRA Rule 5110, less any amounts previously paid by the Company; (b) the Underwriters to the Company, or (c) of any party hereto to
any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona
fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination.
Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually
incurred in compliance with FINRA Rule 5110(g)(4)(A).
SECTION
9. No Advisory or Fiduciary Responsibility. The
Company hereby acknowledges that the Underwriters are acting solely as Underwriters in connection with the offering of the Offered Securities.
The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement
entered into on an arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary
to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may
undertake or have undertaken in furtherance of the offering of the Offered Securities, either before or after the date hereof. The Underwriters
hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to
that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility
in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including, without limitation,
any negotiation related to the pricing of the Offered Securities; and the Company has consulted its own legal and financial advisors
to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that
they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or
views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with
respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company
hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with
respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions.
SECTION
10. Representations and Indemnities to Survive Delivery;
Third Party Beneficiaries. The respective indemnities, agreements, representations, warranties and other statements of the Company,
of its officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of the Underwriters or the Company or any of its or their partners, officers or directors or
any controlling person, as the case may be, and will survive delivery of and payment for the Offered Securities sold hereunder and any
termination of this Agreement. Each Investor shall be a third-party beneficiary with respect to the representations, warranties, covenants
and agreements of the Company set forth herein.
Section
11. Tail Financing/Termination. The Representative
shall be entitled to a cash fee equal to seven percent (7%) of the gross proceeds received by the Company from the sale of any equity,
debt and/or equity derivative instruments to any investor actually introduced by the Representative to the Company which the Company
has direct knowledge of such investor’s participation through emails or conference calls, in connection with any public or private
financing or capital raise (each, a “Tail Financing”), and such Tail Financing is consummated within the twelve (12) month
period following the expiration or termination of the Engagement Period.
The
Company, pursuant to FINRA Rule 5110(g)(5), shall have the right to terminate the Agreement for cause. Cause shall mean a material failure
by the Representative to provide the services as contemplated in the Agreement. Any such termination for cause shall terminate any obligation
of the Company to pay any cash fee pursuant to this Section 11. “Engagement Period” shall refer to the period commencing
from February 27, 2024, the date the Company engaged the Representative, or the “Engagement Date,” to the earlier of (i)
six (6) months from the Engagement Date, or (ii) the final closing, if any, of the Offering.
Section
12. Right of First Refusal. The Company agrees
that following the Closing of the Offering, and provided that the Offered Securities are sold in accordance with the terms of this Agreement,
it shall provide the Representative a right of first refusal (“Right of First Refusal”) for a period of twelve (12)
months after the date the Offering is completed to act as sole investment banker, sole book-runner, and/or sole placement agent (collectively,
“Future Services”), at the Representative’s sole discretion, for each and every future public and private equity
and debt offering, including all equity linked financings (each, a “Subject Transaction”) of the Company, or any successor
to or any current or future subsidiary of the Company, on terms and conditions customary to the representative for such Subjection Transaction.
The Representative shall have the sole right to determine whether any other broker dealer shall have the right to participate in a Subject
Transaction and the economic terms of such participation. For the avoidance of doubt, the Company shall not retain, engage, or solicit
any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent for Future Services without the
express written consent of the Representative. In the event the Company notifies the Representative of its intention to pursue an activity
that would enable the Representative to exercise its Right of First Refusal to provide Future Services, the Representative shall notify
the Company of its election to provide such Future Services, including notification of the compensation and other terms to which the
Representative claims to be entitled, within ten (10) Business Days after receipt of such written notice by the Company. In the event
the Company engages the Representative to provide such Future Services, the Representative will be compensated as mutually agreed by
the Company and the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction
within such ten (10) Business Days period, then the Representative shall have no further claim or right with respect to the Subject Transaction.
Pursuant to FINRA Rule 5110, the Company shall have the right to terminate this Agreement for cause if the Representative materially
fails to provide the services set forth in this Agreement. Additionally, in the event the Company exercises its right to terminate for
cause, any obligations with respect to the payment of any termination fee or Right of First Refusal shall be eliminated.
SECTION
13. Notices. All communications hereunder shall
be in writing and shall be mailed, hand delivered, emailed or telecopied and confirmed to the parties hereto as follows:
If
to the Representative:
EF
Hutton LLC
590
Madison Avenue, 39th Floor
New
York, NY 10022
Attn:
David Boral
Email:
dboral@efhutton.com
Phone
No.: (212) 970-5172
With
a copy (which shall not constitute notice) to:
Pryor
Cashman LLP
7
Times Square
New
York, NY 10036
Attn:
Elizabeth F. Chen
Email:
echen@pryorcashman.com
Phone
No.: (212) 326-0199
If
to the Company:
Haoxi
Health Technology Limited
Room
801, Tower C, Floor 8, Building 103
Huizhongli,
Chaoyang District
Beijing,
China
Attn:
Zhen Fan, CEO
Email:
fanzhen@haoximedia.com
Phone:
+86-10-13311587976
With
a copy (which shall not constitute notice) to:
Hunter
Taubman Fischer & Li LLC
950
Third Avenue, 19th Floor
New
York, NY 10022
Attn:
Ying Li, Esq.
Email:
yli@htflawyers.com
Phone
No.: (212) 530-2206
Any
party hereto may change the address for receipt of communications by giving written notice to the others.
Section
14. [Reserved]
SECTION
15. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and to the benefit of the employees, officers and directors and controlling persons
referred to in Section 7, and in each case their respective successors, and no other person will have any right or obligation
hereunder. The term “successors” shall not include any purchaser of the Offered Securities as such merely by reason
of such purchase.
SECTION
16. Partial Unenforceability. The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other
Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid
or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.
SECTION
17. Governing Law Provisions. This Agreement shall
be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to conflict of laws
principles thereof.
SECTION
18. Consent to Jurisdiction. No legal suit, action
or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a “Related Proceeding”)
may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County
of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified
Courts”) shall have jurisdiction over the adjudication of any Related Proceeding, and the parties to this Agreement hereby
irrevocably consent to the exclusive jurisdiction the Specified Courts and personal service of process with respect thereto. The parties
to this Agreement hereby irrevocably waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and
irrevocably waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has
been brought in an inconvenient forum.
SECTION
19. General Provisions. This Agreement constitutes
the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations with respect to the Offering. Notwithstanding anything to the contrary set forth herein, it is understood
and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Company and the Underwriter,
dated February 27, 2024, not otherwise superseded by the terms of this Agreement, shall remain in full force and effect. This Agreement
may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto,
and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this
Agreement.
Each
of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations
regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7,
and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7
hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business
in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus
(and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
The
respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters
set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation,
or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any
person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company,
(ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement.
Except
as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters,
the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s
officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns”
shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase.
[Signature
Page Follows]
If
the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| Very truly yours, |
|
| |
|
| Haoxi health
technology limited |
|
| |
|
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| By: |
|
|
| |
Name: |
Zhen Fan |
|
| |
Title: |
CEO |
|
The
foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the date first above written.
| EF HUTTON LLC |
|
| |
|
|
| By: |
|
|
| |
Name: |
Stephanie Hu |
|
| |
Title: |
Co-Head of Investment Banking |
|
SCHEDULE
A
| Underwriters |
|
Number
of Firm Units |
| EF Hutton LLC |
|
4,000,000 |
SCHEDULE
B
Issuer
Free Writing Prospectus(es)
None.
SCHEDULE
C
Pricing
Information
Number
of Firm Units: 4,000,000 Class A Ordinary Shares (Or Pre-Funded Warrants1)
4,000,000
Series A Warrants to Purchase 4,000,000 Class A Ordinary Shares, or, after the Series B Exercise Date, 20,000,000 Class A Ordinary Shares
4,000,000
Series B Warrants to Purchase 16,000,000 Class A Ordinary Shares
Number
of Option Units: 600,000 Class A Ordinary Shares (Or Pre-Funded Warrants)
600,000
Series A Warrants to 600,000 Purchase Class A Ordinary Shares, or, after the Series B Exercise Date, 3,000,000 Class A Ordinary Shares
600,000
Series B Warrants to Purchase 2,400,000 Class A Ordinary Shares
Public
Offering Price per one Unit: $3.00
Underwriting
Discount per one Unit: $0.21
Exercise
price per one Share underlying the Series A Warrants: $3, or $0.60, after the Series B Exercise Date.
Exercise
price per one Share underlying the Series B Warrants: $ 0.0001
Proceeds
to Company per one Unit (before expenses): $2.79 per share
| 1 |
Pre-funded Warrant: The
aggregate exercise price of such warrant, except for a nominal exercise price of $0.0001 per Warrant Share under the Pre-funded Warrant,
was pre-funded to the Company on or prior to the Issuance Date (as defined in such warrant) and, consequently, no additional consideration
(other than the nominal exercise price of $0.0001 per Warrant Share to be issued under the Pre-funded Warrant) shall be required
to be paid by the Holder to any Person to effect any exercise of this Pre-funded Warrant. |
SCHEDULE
D
Lock-Up
Parties
| Name |
|
#
of Shares |
| Zhen
Fan |
|
17,270,000
Class B ordinary shares |
| Lei
Xu |
|
5,360,000
Class A Ordinary Shares |
| Hongli
Wu |
|
5,360,000
Class A Ordinary Shares |
| Tao
Zhao |
|
890,000
Class A Ordinary Shares |
| Bo
Lyu |
|
0 |
| Jia
Liu |
|
0 |
| Changmao
Su |
|
0 |
| Jianbing
Zhang |
|
0 |
SCHEDULE
E
Subsidiaries
| Subsidiaries |
|
Jurisdiction
of Incorporation |
| Haoxi Information Limited |
|
Hong Kong |
| Beijing Haoxi Health Technology Co., Limited |
|
People’s Republic
of China |
| Beijing Haoxi Digital Technology Co. Ltd |
|
People’s Republic
of China |
EXHIBIT
A
Form
of Lock-Up Agreement
September
19, 2024
EF
Hutton LLC
590
Madison Avenue, 39th Floor
New
York, NY 10022
Ladies
and Gentlemen:
This
Lock-Up Agreement (this “Agreement”) is being delivered to EF Hutton LLC, acting as the representative (the “Representative”)
to the several underwriters (the “Underwriters”) in connection with the proposed Underwriting Agreement (the “Underwriting
Agreement”) between Haoxi Health Technology Limited, a Cayman Islands exempted holding company (the “Company”),
and the Representative, relating to the proposed follow-on public offering (the “Offering”) of an aggregate of 4,000,000
firm units. Each firm unit consists of (i) one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share,”
or “Class A Ordinary Shares” in plural form) of the Company, the (“Firm Shares”) (or one pre-funded
warrant to purchase one Class A Ordinary Share, the “Pre-funded Warrant”) (ii) one Series A warrant to purchase one Class
A Ordinary Share (subject to certain adjustments as described in such Series A warrant), and (iii) one Series B warrant to purchase such
number of Class A Ordinary Share as determined based on the Reference Price (as defined in such Series B warrant) at a public offering
price of $3.00 per unit.
In
order to induce the Underwriters to continue their efforts in connection with the Offering, and in light of the benefits that the offering
of the Class A Ordinary Shares will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee
of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the
date that is 180 days after the closing of the Offering (the “Lock-Up Period”), the undersigned will not, without
the prior written consent of Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose
of, or announce the intention to otherwise dispose of, any Class A Ordinary Shares or Class B ordinary shares, par value $0.0001 per
share (collectively, the “Ordinary Shares”) now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares which may be
deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act
of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities
Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable
for Ordinary Shares, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares
of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company; (iii) complete any offering
of debt securities of the Company, other than entering into a line of credit with a traditional bank (iv) enter into any swap, hedge
or similar agreement or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
capital shares of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery
of shares of the Company or such other securities, in cash or otherwise; or (v) engage in any short selling of the Ordinary Shares.
The
restrictions set forth in the immediately preceding paragraph shall not apply to:
(1)
if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate
family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the
undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift
to a charity or educational institution, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce;
or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right
of repurchase upon termination of the undersigned’s service with the Company;
(2)
if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder,
partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer
is not for value;
(3)
if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned
(a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s
capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially
all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement
or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate
(as defined below) of the undersigned and such transfer is not for value;
(4)
(a) exercises of stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary
Shares or other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options
or warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the Company
and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such case the securities
issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers of Ordinary Shares or
other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant to an equity incentive
or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to satisfy tax withholding obligations
pursuant to the Company’s equity incentive or other plans;
(5)
[Intentionally omitted]
(6)
the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described
in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective
control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting
securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates
with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that,
the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions
provided for in this Agreement;
(7)
the Offering;
(8)
transfers consented to, in writing by the Representative;
(9)
transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Public Offering; provided that,
no filing by any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection
with such transfer; provided however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be
a condition to the transfer that the transferee executes and delivers to the Representative, acting on behalf of the Underwriters, not
later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood
that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the
immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance
to the Representative.
In
addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1
under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to the Representative promptly
upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement
is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child,
grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate”
shall have the meaning set forth in Rule 405 under the Securities Act.
If
(i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating
to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results
or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up
Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the
issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative
waives, in writing, such extension.
If
the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the
effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, the Representative
will notify the Company of the impending release or waiver. Any release or waiver granted by the Representative hereunder to any such
officer or director shall only be effective two business days after the publication date of such press release; provided, that such press
release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions
of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and
(b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration
that such terms remain in effect at the time of such transfer.
In
furtherance of the foregoing, (1) the undersigned also agrees and consents to the entry of stop transfer instructions with any duly appointed
transfer agent for the registration or transfer of the securities described herein against the transfer of any such securities except
in compliance with the foregoing restrictions, and (2) the Company, and any duly appointed transfer agent for the registration or transfer
of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute
a violation or breach of this Agreement.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this
Agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid
and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the death
or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned for the term of the Lock-Up Period.
This
Agreement shall automatically terminate upon the earliest to occur, if any, of (1) either the Representative, on the one hand, or the
Company, on the other hand, advising the other in writing, they have determined not to proceed with the Offering, (2) termination of
the Underwriting Agreement before the sale of the Class A Ordinary Shares, or (3) the withdrawal of the Registration Statement.
This
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.
[Signature
Page Follows]
| Very truly yours, |
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| (Name - Please Print) |
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| (Signature) |
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|
| (Name of Signatory, in the case of entities
- Please Print) |
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| (Title of Signatory, in the case of entities
- Please Print) |
|
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|
| Address: |
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| |
|
# of Ordinary Shares
Held by Signatory: |
|
Exhibit
B
Form
of Warrants
(see
a separate file)
Exhibit 99.2
HAOXI HEALTH TECHNOLOGY LIMITED
Pre-funded
Warrant To Purchase Common Shares
Warrant No.: ________
Number of Common Shares: _____________
Date of Issuance: [___], 2024 (“Issuance Date”)
Haoxi Health Technology Limited,
a Cayman Islands exempted company(the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof
or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof until this Warrant is exercised
in full ______________ (_____________)1 fully paid and nonassessable Common Shares, subject to adjustment as provided herein
(the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares
(including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”),
shall have the meanings set forth in Section 17. This Warrant is one of the Pre-funded Warrants issued pursuant to the Underwriting Agreement
by and between the Company and the Underwriter dated [●], 2024 (the “Subscription Date”). Capitalized terms used
herein and not otherwise defined shall have the definitions ascribed to such terms in the Underwriting Agreement. This Warrant shall initially
be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)
shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated
form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.
1. EXERCISE OF WARRANT.
(a) Mechanics of Exercise.
Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may
be exercised by the Holder at any time or times on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice,
in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately
available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section
1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery
of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first
(1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by
electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent
(the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number
of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder delivers the Exercise
Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to
the Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”)
(provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading
Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer
Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (A)
the Warrant Shares are subject to an effective registration statement in favor of the Holder or (B) if exercised via Cashless Exercise,
at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such aggregate number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program or (A) the Warrant Shares are not subject to an effective registration statement in favor of the Holder and (B) if exercised
via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the
Holder book entry statements evidencing the Warrant Shares registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Notwithstanding the foregoing,
with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Trading Day prior to the Issuance
Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees to deliver the
Warrant Shares subject to such notice(s) by 12:00 p.m. (New York City time) on the Issuance Date and the Issuance Date shall be the Warrant
Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received by the Warrant Share Delivery Date. The Company shall be responsible for all fees and expenses of the Transfer
Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date
of delivery of the book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event
later than one (1) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay
any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are
absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder whose interest in this Warrant is
a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing
corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering to DTC (or such other
clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise
that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a
Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply. For
purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant
held in book-entry form through DTC (or another established clearing corporation performing similar functions) shall be deemed to have
exercised its interest in this Warrant upon instructing its broker that is a DTC Participant to exercise its interest in such Warrant,
provided that in each such case payment of the applicable aggregate Exercise Price (other than in the case of a cashless exercise) is
received within the earlier of (i) one (1) trading day and (ii) the number of trading days comprising the Standard Settlement Period,
in each case following such instruction.
(b) Exercise Price.
The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to the
Company on or prior to the Issuance Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0001
per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not
be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any
reason whatsoever, including in the event this Warrant shall not have been exercised. The remaining unpaid exercise price per Common Share
under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).
(c) Company’s Failure
to Timely Deliver Securities. If the Company shall fail to cause its transfer agent to transmit to the Holder on or prior to the
Share Delivery Date, Warrant Shares pursuant to an exercise notice delivered by the Holder and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common
Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request, (a) pay in cash to
the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the
Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of 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 Common Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For
example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (a) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit the 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 Common Shares upon the exercise of
this Warrant as required pursuant to the terms hereof.
(d) Cashless Exercise.
While the Pre-funded Warrants are outstanding, the Company will use its reasonable best efforts to maintain the effectiveness of the Registration
Statement. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in
whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment
of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Common Shares determined
according to the following formula (a “Cashless Exercise”):
| |
Net Number = |
(A x B) - (A x C) |
|
| |
|
B |
|
For purposes of the foregoing formula:
A = the total
number of shares with respect to which this Warrant is then being exercised.
B = as applicable:
(i) the Weighted Average Price of the Common Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice
if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2)
both executed and delivered pursuant to Section 1(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) the bid price of
the Common Shares on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the applicable
Exercise Notice, if such Exercise Notice 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 1(a) hereof or (iii) the Weighted Average Price of the Common Shares on the date of the applicable Exercise Notice if the
date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof
after the close of “regular trading hours” on such Trading Day;
C = the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.
If Common Shares are issued pursuant to this Section
1(d), the Company hereby acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 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
1(d).
(e) Disputes. In the
case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12.
(f) Beneficial Ownership
Limitations on Exercises. Notwithstanding anything to the contrary contained herein, no exercise of any portion of this Warrant shall
be effected, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of
this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such
exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the number of Common Shares outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include
the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of Common Shares
which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any
of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Series A
Warrants and the Series B Warrants and Pre-funded Warrants beneficially owned by the Holder or any other Attribution Party subject to
a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”). For purposes of this Warrant, in determining the number of outstanding Common Shares the Holder may acquire upon the
exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as
reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K
or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent
public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of Common
Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the
Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company
shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would
otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the
Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the
written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail
to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution
Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares
to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own,
in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the
1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership
exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for
the Excess Shares. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum
Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule
16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this
paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply
to a successor holder of this Warrant.
(g) Insufficient Authorized
Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved
Common Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of Common Shares equal
to 100% of the number of Common Shares as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding
without regard to any limitation on exercise included herein (the “Required Reserve Amount” and the failure to have
such sufficient number of authorized and unreserved Common Shares, an “Authorized Share Failure”), then the Company
shall immediately take all action necessary to increase the Company’s authorized Common Shares to an amount sufficient to allow
the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing
sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60)
days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of
an increase in the number of authorized Common Shares. In connection with such meeting, the Company shall provide each shareholder with
a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized Common Shares
and to cause its board of directors to recommend to the shareholders that they approve such proposal. Notwithstanding the foregoing,
if any such time of an Authorized Share Failure, the Company is able to obtain the approval of holders of a majority of the shares voting
at a general meeting to approve the increase in the number of authorized Common Shares, the Company may satisfy this obligation by obtaining
such approval. In the event that upon any exercise of this Warrant, the Company does not have sufficient authorized shares to deliver
in satisfaction of such exercise, then unless the Holder elects to void such attempted exercise, the Holder may require the Company to
pay to the Holder within three (3) Trading Days of the applicable exercise, cash in an amount equal to the product of (i) the quotient
determined by dividing (x) the number of Warrant Shares that the Company is unable to deliver pursuant to this Section 1(g), by (y) the
total number of Warrant Shares issuable upon exercise of this Warrant (without regard to any limitations or restrictions on exercise
of this Warrant) and (ii) the Black Scholes Value (as defined in the Series A Warrants); provided, that (x) references to “the
day immediately following the public announcement of the applicable Fundamental Transaction” in the definition of “Black
Scholes Value” shall instead refer to “the date the Holder exercises this Warrant and the Company cannot deliver the required
number of Warrant Shares because of an Authorized Share Failure” and (y) clause (iii) of the definition of “Black Scholes
Value” shall instead refer to “the underlying price per share used in such calculation shall be the highest Weighted Average
Price during the period beginning on the date of the applicable date of exercise and the date that the Company makes the applicable cash
payment.”
2. ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF WARRANT SHARES. If the Company at any time on or after the Subscription Date subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater number of shares,
the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will
be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split
or otherwise) one or more classes of its outstanding Common Shares into a smaller number of shares, the Exercise Price in effect immediately
prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment
under this Section 2 shall become effective at the close of business on the date the subdivision or combination becomes effective.
3. RIGHTS UPON DISTRIBUTION
OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock
or other securities, property, options, evidence of indebtedness or any other assets 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 Common Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum
Percentage) 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 Common 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 and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and
shall not be entitled to beneficial ownership of such Common Shares as a result of such Distribution (and beneficial ownership) to such
extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times as its
right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent
Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).
4. PURCHASE RIGHTS; FUNDAMENTAL
TRANSACTIONS.
(a) Purchase Rights.
If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to
any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) 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 Common 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
and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (and shall not be entitled to beneficial ownership of such Common Shares as a result of such Purchase Right (and
beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder
until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial
Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).
(b) Fundamental Transactions.
The Company shall not enter into a Fundamental Transaction unless the Successor Entity assumes 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 4(b) pursuant to written
agreements in form and substance satisfactory to the Required Holders, including agreements , if so requested by the Holder, to deliver
to each holder of the Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the Common
Shares reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock
equivalent to the Common 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 satisfactory to the Required Holders, 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 Common Shares pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the 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 occurrence or
consummation of such Fundamental Transaction). Any security issuable or potentially issuable to the Holder pursuant to the terms of this
Warrant on the consummation of a Fundamental Transaction that was within the Company’s control to enter into or to avoid shall
be registered and freely tradable by the Holder without any restriction or limitation or the requirement to be subject to any holding
period pursuant to any applicable securities laws. No later than (i) thirty (30) days prior to
the occurrence or consummation of any Fundamental Transaction or (ii) if later, the first Trading Day following the date the Company
first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, the Company shall deliver written notice
thereof via facsimile or electronic mail and overnight courier to the Holder. Upon the occurrence or consummation of any Fundamental
Transaction that was within the Company’s control to enter into or to avoid, it shall
be a required condition to the occurrence or consummation of any such Fundamental Transaction that, the Company and the Successor Entity
or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities
to jointly and severally succeed to, and be added to the term “Company” under this Warrant (so that from and after the date
of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead
to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity
or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of
the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor
Entities, jointly and severally, had been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor
Entity and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible
Market, shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for this Warrant a
security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance
to this Warrant and exercisable for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities
(the “Successor Capital Stock”) equivalent to the Common 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 (such corresponding number
of shares of Successor Capital Stock to be delivered to the Holder shall be equal to the greater of (A) the quotient of (i) the aggregate
dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”),
in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been
executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive
agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term
“Exercise Price”) that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction
or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been
exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting
in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) (the “Aggregate Consideration”)
divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation
or occurrence of the Fundamental Transaction and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration,
by (y) the Closing Sale Price of the Common Shares on the Trading Day immediately prior to the consummation or occurrence of the Fundamental
Transaction and (ii) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Common Shares for Successor
Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded
common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the
Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled
to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such
consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its
right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory
to the Holder, and with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital
stock and such exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction
the economic value of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction,
as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction that
was within the Company’s control to enter into or to avoid, and it shall be a required condition to the occurrence or consummation
of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction,
as elected by the Holder solely at its option, Common Shares, Successor Capital Stock or, in lieu of the Common Shares or Successor Capital
Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction),
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights), which for purposes of clarification may continue to be Common Shares, if any, that the Holder would have been entitled to receive
upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in
such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise
of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other
rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction that was
within the Company’s control to enter into or to avoid, pursuant to which holders of Common Shares are entitled to receive
securities, cash, assets or other property with respect to or in exchange for Common Shares (a “Corporate Event”),
the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that,
and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have
the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event, Common Shares
or Successor Capital Stock or, if so elected by the Holder, in lieu of the Common Shares (or other securities, cash, assets or other
property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under
Sections 3 and 4(a), which shall continue to be receivable on the Common Shares or on the such shares of stock, securities, cash, assets
or any other property otherwise receivable with respect to or in exchange for Common Shares), such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or subscription rights and any Common Shares) which the
Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or
other determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior to such Corporate
Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations
on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory
to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate
Events.
5. NON-CIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated Articles of Association or
Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and
will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common
Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Common Shares upon the exercise
of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued Common Shares, solely for the purpose of effecting the exercise of the Warrants, 100% of the number
of Common Shares as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any
limitations on exercise).
6. WARRANT HOLDER NOT DEEMED
A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of
this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder
of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action
(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which
such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be
construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6,
the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally,
contemporaneously with the giving thereof to the shareholders.
7. REISSUANCE OF WARRANTS.
(a) Transfer of Warrant.
If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing
the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares
then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right
to purchase the number of Warrant Shares not being transferred.
(b) Lost, Stolen or Mutilated
Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary
form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder
a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.
(c) Exchangeable for Multiple
Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new
Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is
designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional Warrant Shares
shall be given.
(d) Issuance of New Warrants.
Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor
with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by
the Holder which, when added to the number of Common Shares underlying the other new Warrants issued in connection with such issuance,
does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face
of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.
(f) Warrant Register.
The Warrant Agent (or to the extent this Warrant is not held in global form through DTC (or any successor depositary), the Company) shall
register this Warrant, upon records to be maintained by the Warrant Agent (or to the extent this Warrant is not held in global form through
DTC (or any successor depositary), the Company) for that purpose (the “Warrant Register”), in the name of the record Holder
hereof from time to time. The Company and the Warrant Agent 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.
8. NOTICES. The Company
shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description
of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the
Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation
of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of Common Shares or (C) for determining rights
to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder. It is expressly understood and agreed
that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by
the Company. Notwithstanding any other provision of this Warrant, as to any Warrant not held in certificated form, where this Warrant
provides for notice of any event to a Holder, such notice shall be sufficiently given if given to DTC (or any successor depository) pursuant
to the procedures of DTC (or such successor depository).
9. AMENDMENT AND WAIVER.
Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of
the Holder.
10. GOVERNING LAW; JURISDICTION;
JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to the Company and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal
action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral
or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
11. CONSTRUCTION; HEADINGS.
This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any Person as
the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation
of, this Warrant.
12. DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business Days of receipt
of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree
upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile or
electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company
and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside
accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the
disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error.
13. REMEDIES, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available
under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with
the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach, without the necessity of showing economic loss and without any bond or other security being required.
14. TRANSFER. This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.
15. SEVERABILITY. If
any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).
16. DISCLOSURE. Upon
receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined
that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries,
the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Report
of Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic
information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of
such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice
do not constitute material, nonpublic information relating to the Company or its Subsidiaries.
17. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:
(a) “1933 Act”
means the Securities Act of 1933, as amended.
(b) “Affiliate”
shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.
(a) “Attribution
Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any funds, feeder funds or managed
accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment
manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any
Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons
whose beneficial ownership of the Common Shares would or could be aggregated with the Holder’s and the other Attribution Parties
for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all
other Attribution Parties to the Maximum Percentage.
(b) “Bloomberg”
means Bloomberg Financial Markets.
(c) “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.
(d) “Closing Bid
Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last
closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then
the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported on the Pink Open Market. If the Closing Bid Price or the Closing Sale
Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale
Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved
pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
(e) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for Common Shares.
(f) Intentionally omitted.
(g) “Eligible Market”
means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, The New York Stock Exchange,
Inc., the OTC QB or the OTC QX.
(h) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or
assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more
Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common
Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders
of more than either (x) 50% of the outstanding Common Shares, (y) 50% of the outstanding Common Shares calculated as if any Common Shares
held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or
exchange offer were not outstanding; or (z) such number of Common Shares such that all Subject Entities making or party to, or Affiliated
with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined
in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Common Shares, or (iv) consummate a stock purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) more than 50% of
the outstanding Common Shares, (y) more than 50% of the outstanding Common Shares calculated as if any Common Shares held by all the
Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other
business combination were not outstanding; or (z) such number of Common Shares such that the Subject Entities become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Common Shares, or (v) reorganize,
recapitalize or reclassify its Common Shares, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to
be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through
acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Common Shares, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) more than 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Shares, (y) more than 50% of the aggregate ordinary voting power represented by issued and outstanding Common Shares not held
by all such Subject Entities as of the Subscription Date calculated as if any Common Shares held by all such Subject Entities were not
outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding Common Shares or other
equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction
requiring other shareholders of the Company to surrender their Common Shares without approval of the shareholders of the Company or (C)
directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of
or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this
definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.
(i) “Group” means a “group”
as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
(j) “Options”
means any rights, warrants or options to subscribe for or purchase (i) Common Shares or (ii) Convertible Securities.
(k) “Common Shares”
means (i) the Company’s Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), and (ii) any
share capital into which such Class A Ordinary Shares shall have been changed or any share capital resulting from a reclassification,
reorganization or reclassification of such Class A Ordinary Shares.
(l) “Parent Entity”
of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose common capital
or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required Holders, any other market,
exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the
Required Holders or in the absence of such designation, such Person or entity with the largest public market capitalization as of the
date of consummation of the Fundamental Transaction.
(m) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(n) “Pre-funded Warrants”
shall have the meaning ascribed to such term in the Underwriting Agreement.
(o) “Principal Market”
means The Nasdaq Capital Market.
(p) Intentionally omitted.
(q) “Registration
Statement” means the registration statement on Form F-1 filed by the Company (file No. 333-280174) and declared effective July
[ ], 2024 including the registration of the issuance of the Warrants and the Warrant Shares.
(r) “Required Holders”
means the holders of the Warrants representing at least a majority of the Common Shares underlying the Warrants then outstanding.
(s) “Standard Settlement
Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Eligible
Market with respect to the Common Shares as in effect on the date of delivery of the applicable Exercise Notice.
(t) “Subject Entity”
means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(u) “Successor Entity”
means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent Entity) with
which such Fundamental Transaction shall have been entered into.
(v) “Trading Day”
means any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Common Shares on such day, then on the principal securities exchange or securities market on which the Common Shares are
then traded.
(w) “Underwriting
Agreement” means that certain underwriting agreement regarding the underwriting of the units composed of one Class A Ordinary
Share (or one pre-funded warrant to purchase one Class A Ordinary Share), one Series A Warrant and one Series B Warrant entered into by
and between the Company and the Underwriter on or about the Subscription Date.
(x) “Weighted Average
Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market
during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official
open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official
close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the
dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open
of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of
trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such
hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported on the Pink Open Market. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the
foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the
Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
18. WARRANT AGENCY AGREEMENT.
If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agency
Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions
of this Warrant shall govern and be controlling.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Pre-funded Warrant to Purchase Common Shares to be duly executed as of the Issuance Date set out above.
| HAOXI HEALTH TECHNOLOGY LIMITED |
|
| |
|
|
| By: |
/s/ Zhen Fan |
|
| Name: |
Zhen Fan |
|
| Title: |
Chief Executive Officer |
|
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS
WARRANT TO PURCHASE COMMON SHARES
HAOXI HEALTH TECHNOLOGY LIMITED
The undersigned holder hereby
exercises the right to purchase _________________ Common Shares (“Warrant Shares”) of Haoxi Health Technology Limited,
a Cayman Islands exempted company (the “Company”), evidenced by the attached Pre-funded Warrant to Purchase Common
Shares (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.
1. Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as:
____________ a “Cash
Exercise” with respect to _________________ Warrant Shares; and/or
____________ a “Cashless
Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the Company to the Holder of
__________ Common Shares representing the applicable Net Number.
2. Payment of Exercise Price.
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,
the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the
Warrant.
3. Delivery of Warrant Shares.
The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.
Date: _______________ __, ______
Name of Registered Holder
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs Transhare Corporation to issue the above indicated number of Common Shares in accordance with
the Transfer Agent Instructions dated September 20, 2024 from the Company and acknowledged and agreed to by Transhare Corporation.
| HAOXI HEALTH TECHNOLOGY LIMITED |
|
| |
|
|
| By: |
/s/ Zhen Fan |
|
| Name: |
Zhen Fan |
|
| Title: |
Chief Executive Officer |
|
15
Exhibit 99.3
Haoxi Health Technology Limited
Series
A Warrant To Purchase Common Shares
Warrant No.:
Number of Common Shares:
Date of Issuance: September 20, 2024 (“Issuance Date”)
Haoxi Health Technology Limited,
a Cayman Islands exempted company (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, ______________________, the registered
holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof, but not after
11:59 p.m., New York time, on the Expiration Date (as defined below), ___________ fully paid nonassessable Common Shares, subject to adjustment
as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to
Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”),
shall have the meanings set forth in Section 17. This Warrant is one of the Series A Warrants to purchase Common Shares (the “Series
A Warrants”) issued pursuant to the Underwriting Agreement dated September 19, 2024 (the “Subscription Date”),
by and between the Company and the Underwriter. Capitalized terms used herein and not otherwise defined shall have the definitions ascribed
to such terms in the Underwriting Agreement. This Warrant shall initially be issued and maintained in the form of a security held in book-entry
form and shall be deposited with the Warrant Agent (as defined in the Warrant Agent Agreement), as custodian on behalf of the Holder,
subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement,
in which case this sentence shall not apply.
1. EXERCISE OF WARRANT.
(a) Mechanics of Exercise.
Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may
be exercised by the Holder at any time or times on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice,
in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately
available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised
pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization)
with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Holder has
delivered the applicable Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of
the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier
of (i) the first (1st) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case,
following the date on which the Holder delivers the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise
Price (or notice of a Cashless Exercise) on or prior to the Trading Day following the date on which the Holder has delivered Exercise
Notice to the Company (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered
by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise)
is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name
of the Holder or its designee for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Trading Day prior
to the Issuance Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees
to deliver the Warrant Shares subject to such notice(s) by 12:00 p.m. (New York City time) on the Issuance Date and the Issuance Date
shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the Aggregate Exercise Price (other than in
the case of a cashless exercise) is received by the Warrant Share Delivery Date. The Company shall be responsible for all fees and expenses
of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation
for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares
are credited to the Holder’s DTC account or the date of delivery of the book entry statements evidencing such Warrant Shares, as
the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant
Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense,
issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional
Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded
up to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, cost and expenses (including,
without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant
Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the
same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder
whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC
(or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a)
by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with
the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence
shall not apply. For purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions) shall be deemed
to have exercised its interest in this Warrant upon instructing its broker that is a DTC Participant to exercise its interest in such
Warrant, provided that in each such case payment of the applicable Aggregate Exercise Price (other than in the case of a cashless exercise)
is received within the earlier of (i) one (1) trading day and (ii) the number of trading days comprising the Standard Settlement Period,
in each case following such instruction.
(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” means $3.00 per share, subject to adjustment as provided herein.
(c) Company’s Failure
to Timely Deliver Securities. If the Company shall fail to cause the Transfer Agent to transmit to the Holder on or prior to the Share
Delivery Date, Warrant Shares pursuant to an exercise notice delivered by the Holder and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Shares
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a
“Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request (a) pay in cash to
the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the
Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of 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 Common Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For
example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (a) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit the 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 Common Shares upon the exercise of
this Warrant as required pursuant to the terms hereof.
(d) Cashless Exercise.
If at the 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 the “Net Number” of Common
Shares determined according to the following formula (a “Cashless Exercise”):
Net Number = (A x B) - (A x C)
B
For purposes of the foregoing formula:
| A = |
the total number of shares with respect to which this Warrant is then being exercised. |
| B = |
as applicable: (i) the VWAP on the Trading Day
immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to
Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(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) the Bid Price of the Common Shares on the Principal Market as reported by Bloomberg L.P. (“Bloomberg”)
as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice 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 1(a) hereof or (iii) the VWAP on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day;
“Bid Price” means, for any date, the
price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quoted on a Principal
Market, the bid price of the Common Shares for the time in question (or the nearest preceding date) on the Principal Market on which the
Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m.
(New York City time)), (b) if the Common Shares are traded on OTCQB or OTCQX, the volume weighted average price of the Common Shares for
such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for
trading on OTCQB or OTCQX and if prices for the Common 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 share of the Common Shares so reported, or (d)
in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the securities then outstanding and reasonably acceptable to the Company, the reasonable 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 Common Shares are then listed or quoted on the Principal Market,
the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the Principal Market on
which the Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time)
to 4:02 p.m. (New York City time)), (b) if the Common Shares are traded on OTCQB or OTCQX, the volume weighted average price of the Common
Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or
quoted for trading on OTCQB or OTCQX and if prices for the Common 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 share of the Common Shares so reported, or (d)
in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the securities then outstanding and reasonably acceptable to the Company, the reasonable fees
and expenses of which shall be paid by the Company. |
| C = |
the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. |
If Common Shares are issued pursuant to this Section
1(d), the Company hereby acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 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
1(d).
(e) Disputes. In the
case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12.
(f) Beneficial Ownership
Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of
any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and
conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving
effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the number of Common Shares outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution
Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number
of Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by
the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including
the Series B Warrants) and Pre-funded Warrants beneficially owned by the Holder or any other Attribution Party subject to a limitation
on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).
For purposes of this Warrant, in determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this
Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the
Company’s most recent Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or other public filing with the Securities
and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (3)
any other written notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding
Common Shares are less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of
Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership,
as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number
of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder
for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case,
the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number
was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the
other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the
other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess
Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return
to the Holder the exercise price paid by the Holder for the Excess Shares. For purposes of clarity, the Common Shares issuable pursuant
to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose
including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with
respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion
of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this
paragraph may not be waived and shall apply to a successor holder of this Warrant.
(g) Insufficient Authorized
Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved
Common Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant as shall from time to time be necessary
to effect the exercise of all of this Warrant then outstanding without regard to any limitation on exercise included herein and assuming
that the shares underlying this Warrant are adjusted based on an Reference Price (as adjusted for stock splits, stock dividends, recapitalizations,
reorganizations, reclassification, combinations, reverse stock splits, or other similar events occurring after the Subscription Date)
(the “Required Reserve Amount” and the failure to have such sufficient number of authorized and unreserved Common Shares,
an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s
authorized Common Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its shareholders for the approval of an increase in the number of authorized Common Shares. In connection with such meeting, the Company
shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such
increase in authorized Common Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal.
Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the approval of holders
of a majority of the Common Shares voting at a general meeting to approve the increase in the number of authorized Common Shares, the
Company may satisfy this obligation by obtaining such approval. In the event that upon any exercise of this Warrant, the Company does
not have sufficient authorized shares to deliver in satisfaction of such exercise, then unless the Holder elects to void such attempted
exercise, the Holder may require the Company to pay to the Holder within three (3) Trading Days of the applicable exercise, cash in an
amount equal to the product of (i) the quotient determined by dividing (x) the number of Warrant Shares that the Company is unable to
deliver pursuant to this Section 1(g), by (y) the total number of Warrant Shares issuable upon exercise of this Warrant (without regard
to any limitations or restrictions on exercise of this Warrant) and (ii) the Black Scholes Value; provided, that (x) references to “the
day immediately following the public announcement of the applicable Fundamental Transaction” in the definition of “Black Scholes
Value” shall instead refer to “the date the Holder exercises this Warrant and the Company cannot deliver the required number
of Warrant Shares because of an Authorized Share Failure” and (y) clause (iii) of the definition of “Black Scholes Value”
shall instead refer to “the underlying price per share used in such calculation shall be the highest Weighted Average Price during
the period beginning on the date of the applicable date of exercise and the date that the Company makes the applicable cash payment.”
2. ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
(a) Adjustment Upon Issuance
of Common Shares. If and whenever on or after the Subscription Date, the Company issues or sells, or publicly announces the contemplated
issuance or sale of, in accordance with this Section 2 is deemed to have issued or sold, any Common Shares (including the issuance, sale
or public announcement of the issuance or sale of Common Shares owned or held by or for the account of the Company, but excluding Common
Shares deemed to have been issued or sold by the Company in connection with any Excluded Securities) for a consideration per share (the
“New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in
effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then
immediately after and subject to the consummation of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an
amount equal to the New Issuance Price. For the avoidance of doubt, for the purposes of this Section 2(a), pre-funded warrants to purchase
Common Shares shall be treated as Common Shares. For purposes of determining the adjusted Exercise Price under this Section 2(a), the
following shall be applicable:
(i) Issuance of
Options. If the Company in any manner grants or sells, or publicly announces the contemplated issuance or sale of, any Options and
the lowest price per share for which one Ordinary Share is issuable upon the exercise of any such Option or upon conversion, exercise
or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such Ordinary
Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option
for such price per share. For purposes of this Section 2(a)(i), the “lowest price per share for which one Ordinary Share is issuable
upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of
any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one Ordinary Share upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise
or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company with
respect to such one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise
or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Exercise Price shall be made
upon the actual issuance of such Common Shares or of such Convertible Securities upon the exercise of such Options or upon the actual
issuance of such Common Shares upon conversion, exercise or exchange of such Convertible Securities.
(ii) Issuance of
Convertible Securities. If the Company in any manner issues or sells, or publicly announces the contemplated issuance or sale of,
any Convertible Securities and the lowest price per share for which one Ordinary Share is issuable upon the conversion, exercise or exchange
thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section
2(a)(ii), the “lowest price per share for which one Ordinary Share is issuable upon the conversion, exercise or exchange thereof”
shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one
Ordinary Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security
less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the issuance or sale of such Convertible
Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be
made upon the actual issuance of such Common Shares upon conversion, exercise or exchange of such Convertible Securities, and if any such
issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is
to be made pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise Price shall be made by reason of such
issue or sale.
(iii) Change in
Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible
into or exercisable or exchangeable for Common Shares increases or decreases at any time, the Exercise Price in effect at the time of
such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible
Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate,
as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(a)(iii), if the terms of any Option
or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Common Shares deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(a) shall
be made if such adjustment would result in an increase of the Exercise Price then in effect.
(iv) Calculation
of Consideration Received. In case any Option is issued in connection with the issuance or sale, or the Company publicly announces
the issuance or sale of Options in connection with the issuance or sale, or sale of other securities of the Company, together comprising
one integrated transaction, (x) the Options will be deemed to have been issued for consideration equal to the Black Scholes Consideration
Value thereof and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for
the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant
to the terms of such other securities of the Company, less (II) the Black Scholes Consideration Value of such Options. If any Common Shares,
Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor
will be deemed to be the net amount received by the Company therefor. If any Common Shares, Options or Convertible Securities are issued
or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration,
except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company
will be the Closing Sale Price of such publicly traded securities on the date of receipt of such publicly traded securities. If any Common
Shares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which
the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net
assets and business of the non-surviving entity as is attributable to such Common Shares, Options or Convertible Securities, as the case
may be. The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and
the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation
(the “Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days after
the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and
the Required Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees
and expenses of such appraiser shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if a calculation
pursuant to this Section 2(a)(iv) would result in an Exercise Price that is lower than the par value of the Common Shares, then the Exercise
Price shall be deemed to equal the par value of the Common Shares.
(v) Record Date.
If the Company takes a record of the holders of Common Shares for the purpose of entitling them (A) to receive a dividend or other distribution
payable in Common Shares, Options or in Convertible Securities or (B) to subscribe for or purchase Common Shares, Options or Convertible
Securities, then such record date will be deemed to be the date of the issue or sale of the Common Shares deemed to have been issued or
sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription
or purchase, as the case may be.
(vi) No Readjustment.
For the avoidance of doubt, in the event that following the consummation of a Dilutive Issuance and the Exercise Price has been adjusted
pursuant to this Section 2(a) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound
or is, cancelled or expires after the fact for any reason, the Exercise Price will not be readjusted to the Exercise Price that would
have been in effect if such Dilutive Issuance had not occurred or been consummated.
(b) Voluntary Adjustment
By Company. Subject to the rules and regulations of the primary Trading Market, the Company may at any time during the term of this
Warrant, with the prior written consent of the Required Holders, reduce the then current Exercise Price to any amount and for any period
of time deemed appropriate by the Board of Directors of the Company.
(c) Adjustment Upon Subdivision
or Combination of Common Shares. If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one
or more classes of its outstanding Common Shares into a smaller number of shares, the Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under
this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective.
(d) Adjustment Upon Series
B Warrants Exercise Date. On the Series B Exercise Date (as such term is defined in the Series B Warrants) the Exercise Price shall
be adjusted to equal the Reference Price. Upon such adjustments of the Exercise Price pursuant to this Section 2(d), the number of Warrant
Shares issuable immediately prior to such adjustment shall be adjusted to the number of Common Shares determined by multiplying the Exercise
Price then in effect at issuance by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment
and dividing the product thereof by the Exercise Price resulting from such adjustment.
(e) Share Combination Event
Adjustment. In addition to the adjustments set forth in this Section 2, if at any time on or after the Issuance Date there occurs
any share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving the Common
Shares (each, a “Share Combination Event”, and such date on which the Share Combination Event is effected, the “Share
Combination Event Date”) and the lowest Weighted Average Price of the Common Shares during the period commencing on the Trading
Day immediately following the applicable Share Combination Event Date and ending on the fifth (5th) Trading Day immediately
following the applicable Share Combination Event Date (such period the “Share Combination Adjustment Period” and such
price the “Event Market Price”) (provided if the Share Combination Event is effective prior to the opening of trading
on the Principal Market (or if the Common Shares no longer trade on the Principal Market, on the primary Eligible Market on which the
Common Shares then trade), is less than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(c) above,
then, at the close of trading on the Principal Market (or if the Common Shares no longer trade on the Principal Market, on the primary
Eligible Market on which the Common Shares then trade) on the last day of the Share Combination Adjustment Period, the Exercise Price
then in effect on such 5th Trading Day shall be reduced (but in no event increased) to the Event Market Price
For the avoidance of doubt,
if the adjustment in this Section 2(e) would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made,
and if this Warrant is exercised, on any date on which the Holder delivers an Exercise Notice to the Company (an “Exercise Date”)
during the Share Combination Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Exercise
Date, such applicable Share Combination Adjustment Period shall be deemed to have ended on, and include, the Trading Day immediately prior
to such Exercise Date and the Event Market Price on such applicable Exercise Date will be the lowest VWAP of the Common Shares immediately
prior to the Share Combination Event Date and ending on, and including the Trading Day immediately prior to such Exercise Date.
(f) Other Events. If
any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s
Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares, as mutually determined
by the Company’s Board of Directors and the Required Holders, so as to protect the rights of the Holder; provided that no
such adjustment pursuant to this Section 2(f) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined
pursuant to this Section 2.
2. RIGHTS UPON DISTRIBUTION
OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock
or other securities, property, options, evidence of indebtedness or any other assets 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 and while the Warrant is outstanding, then, in each such case, the Exercise Price shall be adjusted by multiplying
the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution
by a fraction of which the denominator shall be the Weighted Average Price determined as of the record date mentioned above, and of which
the numerator shall be such Weighted Average Price on such record date less the then per share fair market value at such record date of
the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding Ordinary Share
as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the
Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one Ordinary Share.
Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.
3. PURCHASE RIGHTS; FUNDAMENTAL
TRANSACTIONS.
(a) Purchase Rights.
In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,
the Maximum Percentage) 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 Common 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 and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall
not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common
Shares as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held
in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,
issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if
there had been no such limitation).
(b) Fundamental Transactions.
The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes 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 4(b) pursuant
to written agreements in form and substance satisfactory to the Required Holders, including agreements, if so requested by the Holder,
to deliver to each holder of the Series A Warrants in exchange for such Series A Warrants a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise
price equal to the value for the Common Shares reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding
number of shares of capital stock equivalent to the Common 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 satisfactory to the Required Holders, 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 Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to
the 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 occurrence or consummation of such Fundamental Transaction). Any security issuable or potentially issuable to the Holder
pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction that was within the Company’s control to
enter into or to avoid shall be registered and freely tradable by the Holder without any restriction or limitation or the requirement
to be subject to any holding period pursuant to any applicable securities laws. No later than (i)
thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) if later, the first Trading Day following
the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, the Company shall deliver
written notice thereof via facsimile or electronic mail and overnight courier to the Holder. Upon the occurrence or consummation
of any Fundamental Transaction that was within the Company’s control to enter into or to avoid, it shall be a required condition
to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly
and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed
to, and be added to the term “Company” under this Warrant (so that from and after the date of such Fundamental Transaction,
each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor
Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally,
may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under
this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named
as the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly
traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without
limiting any right under this Warrant) to the Holder in exchange for this Warrant a security of the Successor Entity and/or Successor
Entities evidenced by a written instrument substantially similar in form and substance to this Warrant and exercisable for a corresponding
number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”)
equivalent to the Common 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 (such corresponding number of shares of Successor Capital Stock to be delivered
to the Holder shall be equal to the greater of (A) the quotient of (i) the aggregate dollar value of all consideration (including cash
consideration and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as
such values are set forth in any definitive agreement for the Fundamental Transaction that has been executed at the time of the first
public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive agreement, as determined
in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term “Exercise Price”)
that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other
determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such
Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant) (the “Aggregate Consideration”) divided by (ii)
the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence
of the Fundamental Transaction and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration, by (y) the
Closing Sale Price of the Common Shares on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction
and (ii) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Common Shares for Successor Capital
Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded common
stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the Maximum
Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial
ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration
to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its right thereto
would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall
be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory to the Holder,
and with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital stock and such
exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value
of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by
the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition
to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall
deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the occurrence or consummation
of the Fundamental Transaction, as elected by the Holder solely at its option, Common Shares, Successor Capital Stock or, in lieu of the
Common Shares or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant
prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants
or other purchase or subscription rights), which for purposes of clarification may continue to be Common Shares, if any, that the Holder
would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination
date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction
or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any
limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in
substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which
holders of Common Shares are entitled to receive securities, cash, assets or other property with respect to or in exchange for Common
Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor
Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate
Event that, the Holder will thereafter have the right to receive upon exercise of this Warrant at any time after the occurrence or consummation
of the Corporate Event, Common Shares or Successor Capital Stock or, if so elected by the Holder, in lieu of the Common Shares (or other
securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu
of such items still issuable under Sections 3 and 4(a), which shall continue to be receivable on the Common Shares or on the such shares
of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for Common Shares), such
shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights
and any Common Shares) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event
or the record, eligibility or other determination date for the event resulting in such Corporate Event, had this Warrant been exercised
immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate
Event (without regard to any limitations on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a
form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events.
(c) Notwithstanding the foregoing,
in the event of Fundamental Transaction, at the request of the Holder delivered before the ninetieth (90th) day after the occurrence
or consummation of such Fundamental Transaction, the Company (or the Successor Entity) shall purchase this Warrant from the Holder by
paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Fundamental Transaction),
cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of such Fundamental
Transaction; provided, however, that, if such Fundamental Transaction is not within the Company’s control, including
not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor
Entity, as of the date of consummation of such Fundamental Transaction, 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 Common Shares
of the Company in connection with such Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination
thereof, or whether the holders of Common Shares are given the choice to receive from among alternative forms of consideration in connection
with such Fundamental Transaction; provided, further, that if that if holders of Common Shares of the Company are not offered
or paid any consideration in such Fundamental Transaction, such holders of Common Shares will be deemed to have received Common Shares
of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.
4. NON-CIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated Articles of Association or
Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and
will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common
Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Common Shares upon the exercise
of this Warrant, and (iii) shall, so long as any of the Series A Warrants are outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued Common Shares, solely for the purpose of effecting the exercise of the Series A Warrants,
100% of the number of Common Shares as shall from time to time be necessary to effect the exercise of the Series A Warrants then outstanding
(without regard to any limitations on exercise).
5. WARRANT HOLDER NOT DEEMED
A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of
this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder
of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action
(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such
Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the
Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally,
contemporaneously with the giving thereof to the shareholders.
6. REISSUANCE OF WARRANTS.
(a) Transfer of Warrant.
If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing
the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares
then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right
to purchase the number of Warrant Shares not being transferred.
(b) Lost, Stolen or Mutilated
Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary
form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder
a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.
(c) Exchangeable for Multiple
Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new
Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is
designated by the Holder at the time of such surrender; provided, however, that no Series A Warrants for fractional Warrant
Shares shall be given.
(d) Issuance of New Warrants.
Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor
with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by
the Holder which, when added to the number of Common Shares underlying the other new Warrants issued in connection with such issuance,
does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face
of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.
(f) Warrant Register.
The Warrant Agent (or to the extent this Warrant is not held in global form through DTC (or any successor depositary), the Company) shall
register this Warrant, upon records to be maintained by the Warrant Agent (or to the extent this Warrant is not held in global form through
DTC (or any successor depositary), the Company) for that purpose (the “Warrant Register”), in the name of the record Holder
hereof from time to time. The Company and the Warrant Agent 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.
7. NOTICES. The Company
shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description
of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the
Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation
of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of Common Shares or (C) for determining rights
to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder. It is expressly understood and agreed
that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by
the Company. Notwithstanding any other provision of this Warrant, as to any Warrant not held in certificated form, where this Warrant
provides for notice of any event to a Holder, such notice shall be sufficiently given if given to DTC (or any successor depository) pursuant
to the procedures of DTC (or such successor depository).
8. AMENDMENT AND WAIVER.
Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of
the Holder.
9. GOVERNING LAW; JURISDICTION;
JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to the Company and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against
the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any
other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
10. CONSTRUCTION; HEADINGS.
This Warrant shall be deemed to be jointly drafted by the Company and all the Holders and shall not be construed against any Person as
the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation
of, this Warrant.
11. DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business Days of receipt
of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree
upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile or
electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company
and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside
accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the
disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error.
12. REMEDIES, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available
under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with
the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach, without the necessity of showing economic loss and without any bond or other security being required.
13. TRANSFER. This Warrant
and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.
14. SEVERABILITY. If
any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).
15. DISCLOSURE. Upon
receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined
that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries,
the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Report
of Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic
information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of
such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice
do not constitute material, nonpublic information relating to the Company or its Subsidiaries.
16. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:
(a) “1933 Act”
means the Securities Act of 1933, as amended.
(b) “Reference Price”
shall have the meaning ascribed to such term in the Series B Warrants.
(c) “Affiliate”
shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.
(d) “Approved Stock
Plan” means any employee benefit plan or share incentive plan which has been approved, or approved subsequent to the date hereof,
by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director
for services provided to the Company, provided that a maximum of the total number of equity award to be granted under such plan(s) shall
not exceed 10% of the total issued and outstanding shares of the Company on an annual basis.
(e) “Attribution
Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any funds, feeder funds or managed
accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment
manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any
Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons
whose beneficial ownership of the Common Shares would or could be aggregated with the Holder’s and the other Attribution Parties
for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all
other Attribution Parties to the Maximum Percentage.
(f) “Black Scholes
Value” means the value of this Warrant calculated using the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction,
or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, for pricing purposes
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this
Warrant as of such date of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from
the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,
or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, (iii) the underlying
price per share used in such calculation shall be the greater of (x) the highest Weighted Average Price of the Common Shares during the
period beginning on the Trading Day prior to the execution of definitive documentation relating to the applicable Fundamental Transaction
and ending on (A) the Trading Day immediately following the public announcement of such Fundamental Transaction, if the applicable Fundamental
Transaction is publicly announced or (B) the Trading Day immediately following the consummation of the applicable Fundamental Transaction
if the applicable Fundamental Transaction is not publicly announced and (y) 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 the Fundamental Transaction, (iv) a zero cost of borrow and (v)
a 360 day annualization factor.
(g) “Black Scholes
Consideration Value” means the value of the applicable Option or Convertible Security (as the case may be) as of the date of
issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing
(i) an underlying price per share equal to the Closing Sale Price of the Common Share on the Trading Day immediately preceding the public
announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case
may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option
or Convertible Security (as the case may be) as of the date of issuance of such Option or Convertible Security (as the case may be) and
(iii) 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 date of issuance of such Option or Convertible
Security (as the case may be).
(h) “Bloomberg”
means Bloomberg Financial Markets.
(i) “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.
(j) “Closing Bid
Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last
closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then
the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported on the Pink Open Market. If the Closing Bid Price or the Closing Sale
Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale
Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved
pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
(k) “Common Shares”
means (i) the Company’s Class A Ordinary Shares, par value $0.0001 each (the “Class A Ordinary Shares”), and (ii) any
share capital into which such Class A Ordinary Shares shall have been changed or any share capital resulting from a reclassification,
reorganization or reclassification of such Class A Ordinary Shares.
(l) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for Common Shares.
(m) “Eligible Market”
means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, The New York Stock Exchange,
Inc., the OTC QB or the OTC QX.
(n) “Excluded Securities”
means any Common Shares issued or issuable or deemed to be issued in accordance with Section 2(a) hereof by the Company: (i) under any
Approved Stock Plan, (ii) upon exercise of any Series A Warrants, and any Series B Warrants; provided, that the terms of such Series
A Warrants and Series B Warrants are not amended, modified or changed on or after the Subscription Date, (iii) upon conversion, exercise
or exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided,
that such issuance of Common Shares upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options
or Convertible Securities in effect on the date immediately preceding the Subscription Date and such Options or Convertible Securities
are not amended, modified or changed on or after the Subscription Date or (iv) any Ordinary Shares issued or issuable in connection with
any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, and strategic partnerships, provided,
that the primary purpose of such issuance is not to raise capital and the shares issued under such circumstances do not have registration
rights and the issuance of such shares are not registered.
(o) “Expiration Date”
means 5 years from the Issuance Date.
(p) Intentionally omitted.
(q) Intentionally
omitted.
(r) “Fundamental
Transaction” means
(A) that the Company
shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions,
(i) consolidate or
merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, or
(ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant
subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or
(iii) make, or allow
one or more Subject Entities to make, or allow the Company to be subject to or have its Common Shares be subject to or party to one or
more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least (x) 50% of the outstanding
Common Shares, (y) 50% of the outstanding Common Shares calculated as if any Common Shares held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such
number of Common Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such
purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding Common Shares, or
(iv) consummate a
stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding Common Shares, (y) at least 50% of the outstanding Common Shares calculated as if any Common
Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase
agreement or other business combination were not outstanding; or (z) such number of Common Shares such that the Subject Entities become
collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Common Shares, or
(v) reorganize, recapitalize
or reclassify its Common Shares,
(B) that the Company
shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any
Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender
offer, exchange, reduction in outstanding Common Shares, merger, consolidation, business combination, reorganization, recapitalization,
spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either
(x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Shares, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Shares not held by all such Subject Entities as of the Subscription
Date calculated as if any Common Shares held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary
voting power represented by issued and outstanding Common Shares or other equity securities of the Company sufficient to allow such Subject
Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender their Common
Shares without approval of the shareholders of the Company or
(C) directly or indirectly,
including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any
other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case
this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to
the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended
treatment of such instrument or transaction.
(s) “Group” means a “group”
as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
(t) Intentionally omitted.
(u) “Options”
means any rights, warrants or options to subscribe for or purchase (i) Common Shares or (ii) Convertible Securities.
(v) Intentionally omitted
(w) “Parent Entity”
of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose common capital or
equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required Holders, any other market, exchange
or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Required Holders
or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.
(x) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(y) “Pre-funded Warrants”
shall have the meaning ascribed to such term in the Underwriting Agreement.
(z) “Principal Market”
means The Nasdaq Capital Market.
(aa) Intentionally omitted.
(bb) Intentionally omitted.
(cc) Intentionally omitted.
(dd) Intentionally omitted.
(ee) Intentionally omitted.
(ff) “Registration
Statement” means the registration statement on Form F-1 filed by the Company (file No. 333-280174) and declared effective September
19, 2024 including the registration of the issuance of the Warrants and the Warrant Shares.
(gg) “Required Holders”
means the holders of the Series A Warrants representing at least a majority of the Common Shares underlying the Series A Warrants then
outstanding.
(hh) Intentionally omitted.
(ii) “Series B Exercise
Date” shall have the meaning ascribed to such term in the Series B Warrants.
(jj) Intentionally omitted.
(kk) Intentionally omitted.
(ll) Intentionally
omitted.
(mm) “Series B Warrants”
shall have the meaning ascribed to such term in the Underwriting Agreement.
(nn) “Standard Settlement
Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Eligible
Market with respect to the Common Shares as in effect on the date of delivery of the applicable Exercise Notice.
(oo) “Subject Entity”
means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(pp) “Successor Entity”
means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent Entity) with
which such Fundamental Transaction shall have been entered into.
(qq) Intentionally omitted.
(rr) “Trading Day”
means any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Common Shares on such day, then on the principal securities exchange or securities market on which the Common Shares are
then traded.
(ss) “Underwriter”
means EF Hutton LLC.
(tt) “Underwriting
Agreement” means that certain underwriting agreement regarding the underwriting of the units composed of one Class A Ordinary
Share (or one pre-funded warrant to purchase one Class A Ordinary Share), one Series A Warrant and one Series B Warrant entered into by
and between the Company and the Underwriter on or about the Subscription Date.
(uu) “Weighted Average
Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market
during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official
open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official
close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the
dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open
of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of
trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such
hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported on the Pink Open Market. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the
foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the
Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
18. Warrant
AGENT Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject
to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent
Agreement, the provisions of this Warrant shall govern and be controlling.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Shares to be duly executed as of the Issuance Date set out above.
| HAOXI HEALTH TECHNOLOGY LIMITED |
|
| |
|
| By: |
/s/ Zhen
Fan |
|
| Name: |
Zhen Fan |
|
| Title: |
Chief Executive Officer |
|
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS
WARRANT TO PURCHASE COMMON SHARES
HAOXI HEALTH TECHNOLOGY LIMITED
The undersigned holder hereby
exercises the right to purchase _________________ Common Shares (“Warrant Shares”) of Haoxi Health Technology Limited,
a Cayman Islands exempted company (the “Company”), evidenced by the attached Warrant to Purchase Common Shares (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in
the Warrant.
1. Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as:
____________ a “Cash
Exercise” with respect to _________________ Warrant Shares; and/or
____________ a “Cashless
Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the Company to the Holder of
__________ Common Shares representing the applicable Net Number.
2. Payment of Exercise Price.
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,
the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the
Warrant.
3. Delivery of Warrant Shares.
The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.
Date: _______________ __, ______
Name of Registered Holder
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs Transhare Corporation to issue the above indicated number of Common Shares in accordance with
the Transfer Agent Instructions dated September 20, 2024 from the Company and acknowledged and agreed to by Transhare Corporation.
| HAOXI HEALTH TECHNOLOGY LIMITED |
|
| |
|
|
| By: |
/s/ Zhen
Fan |
|
| Name: |
Zhen Fan |
|
| Title: |
Chief Executive Officer |
|
20
Exhibit 99.4
HAOXI
HEALTH TECHNOLOGY LIMITED
Series
B Warrant To Purchase Common Shares
Warrant
No.:
Number
of Common Shares: (the “New Share Amount”)
Date
of Issuance: September 20, 2024 (“Issuance Date”)
Haoxi
Health Technology Limited, a Cayman Islands exempted company (the “Company”), hereby certifies that, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________________,
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the sixteenth
(16th) calendar day after the Issuance Date (the “Series B Exercise Date”) hereof, but not after 11:59 p.m., New York
time, on the Expiration Date (as defined below), up to the New Share Amount (as defined below) of fully paid nonassessable Common Shares,
subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms
in this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement
hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is one of the Series B Warrants
to purchase Common Shares (the “Series B Warrants”) issued pursuant to the Underwriting Agreement by and between the
Company and the Underwriter dated September 19, 2024 (the “Subscription Date”). Capitalized terms used herein and
not otherwise defined shall have the definitions ascribed to such terms in the Underwriting Agreement. This Warrant shall initially be
issued and maintained in the form of a security held in book-entry form and shall be deposited with the Warrant Agent (as defined in
the Warrant Agent Agreement”), as custodian on behalf of the Holder, subject to a Holder’s right to elect to receive a Warrant
in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.
1.
EXERCISE OF WARRANT.
(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the sixteenth (16th) calendar day after the
Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to
the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant
is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee
or notarization) with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less
than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date
on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of
confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”).
On or before the earlier of (i) the first (1st) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement
Period, in each case, following the date on which the Holder delivers the Exercise Notice to the Company, so long as the Holder delivers
the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Trading Day following the date on which the Holder
has delivered Exercise Notice to the Company (the “Share Delivery Date”) (provided that if the Aggregate Exercise
Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or
notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository
Trust Company (“DTC”) Fast Automated Securities Transfer Program credit such aggregate number of Warrant Shares to
which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior
to 12:00 p.m. (New York City time) on the Trading Day prior to the Issuance Date, which may be delivered at any time after the time of
execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 12:00 p.m. (New
York City time) on the Issuance Date and the Issuance Date shall be the Warrant Share Delivery Date for purposes hereunder, provided
that payment of the Aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery
Date. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the
issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date
of delivery of the book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event
later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay
any and all transfer, stamp, issuance and similar taxes, cost and expenses (including, without limitation, fees and expenses of the Transfer
Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s
obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination. Notwithstanding any provision of this Warrant to the contrary, no more than
the New Share Amount shall be exercisable hereunder. Notwithstanding the foregoing in this Section 1(a), a holder whose interest
in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another
established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering
to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures
to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to
elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall
not apply. For purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions) shall be
deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC Participant to exercise its interest
in such Warrant, provided that in each such case payment of the applicable Aggregate Exercise Price (other than in the case of a cashless
exercise) is received within the earlier of (i) one (1) trading day and (ii) the number of trading days comprising the Standard Settlement
Period, in each case following such instruction.
(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.0001 per share, subject to adjustment
as provided herein.
(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail to cause its Transfer Agent to transmit to the
Holder on or prior to the Share Delivery Date, Warrant Shares pursuant to an exercise notice delivered by the Holder and if after such
date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm
otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s
request, (a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of 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 Common Shares that would have been issued had the Company timely complied with its
exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation
of $10,000, under clause (a) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder
shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and evidence of the amount
of such loss. Nothing herein shall limit the 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 Common Shares upon the exercise of this Warrant as required pursuant to the terms hereof.
(d)
Cashless Exercise. While the Series B Warrants are outstanding, the Company will use its best efforts to maintain the effectiveness
of the Registration Statement. If at the 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 “Net
Number” of Common Shares determined according to the following formula (a “Cashless Exercise”):
Net
Number = (A x B) - (A x C)
B
For
purposes of the foregoing formula:
| A = |
the total
number of shares with respect to which this Warrant is then being exercised. |
| B = |
as
applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice
is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered
pursuant to Section 1(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) the Bid Price of the Common Shares on the
Principal Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable
Exercise Notice if such Exercise Notice 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 1(a) hereof or (iii) the VWAP on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading
Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading
hours” on such Trading Day; |
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are
then listed or quoted on a Principal Market, the bid price of the Common Shares for the time in question (or the nearest preceding date)
on the Principal Market on which the Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are traded on OTCQB or OTCQX, the volume weighted
average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares
are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common 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 share of the Common
Shares so reported, or (d) in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser
selected in good faith by the holders of a majority in interest of the securities then outstanding and reasonably acceptable to the Company,
the reasonable 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 Common Shares are then listed
or quoted on the Principal Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding
date) on the Principal Market on which the Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are traded on OTCQB or OTCQX, the volume
weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common 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
share of the Common Shares so reported, or (d) in all other cases, the fair market value of a share of Common Shares as determined by
an independent appraiser selected in good faith by the holders of a majority in interest of the securities then outstanding and reasonably
acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.
| C = |
the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise. |
If
Common Shares are issued pursuant to this Section 1(d), the Company hereby acknowledges and agrees that in accordance with Section 3(a)(9)
of the 1933 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 1(d).
(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in
accordance with Section 12.
(f)
Beneficial Ownership Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not
effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant,
pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the
extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially
own in excess of 4.99% (the “Maximum Percentage”) of the number of Common Shares outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder
and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus
the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being
made, but shall exclude the number of Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of
this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred
stock or warrants, including the Series A Warrants) and Pre-funded Warrants beneficially owned by the Holder or any other Attribution
Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this
Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”). For purposes of this Warrant, in determining the number of outstanding Common Shares the Holder
may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding
Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report of Foreign Private Issuer on Form
6-Kor other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more
recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number
of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice
from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the
Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise
Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum
Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice
(the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable,
the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon
the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic
mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution
Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares
to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own,
in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the
1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership
exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for
the Excess Shares. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum
Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule
16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this
paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply
to a successor holder of this Warrant.
(g)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number
of authorized and unreserved Common Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant as shall from
time to time be necessary to effect the exercise of all of this Warrant then outstanding without regard to any limitation on exercise
included herein and assuming that the New Share Amount is being determined based on a Reference Price (as adjusted for stock splits,
stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring
after the Subscription Date) (the “Required Reserve Amount” and the failure to have such sufficient number of authorized
and unreserved Common Shares, an “Authorized Share Failure”), then the Company shall immediately take all action necessary
to increase the Company’s authorized Common Shares to an amount sufficient to allow the Company to reserve the Required Reserve
Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the
date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized
Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized Common
Shares. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts
to solicit its shareholders’ approval of such increase in authorized Common Shares and to cause its board of directors to recommend
to the shareholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure,
the Company is able to obtain the approval of holders of a majority of the shares voting at a general meeting to approve the increase
in the number of authorized Common Shares, the Company may satisfy this obligation by obtaining such approval. In the event that upon
any exercise of this Warrant, the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise, then
unless the Holder elects to void such attempted exercise, the Holder may require the Company to pay to the Holder within three (3) Trading
Days of the applicable exercise, cash in an amount equal to the product of (i) the quotient determined by dividing (x) the number of
Warrant Shares that the Company is unable to deliver pursuant to this Section 1(g), by (y) the total number of Warrant Shares issuable
upon exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant) and (ii) the Black Scholes
Value; provided, that (x) references to “the day immediately following the public announcement of the applicable Fundamental Transaction”
in the definition of “Black Scholes Value” shall instead refer to “the date the Holder exercises this Warrant and the
Company cannot deliver the required number of Warrant Shares because of an Authorized Share Failure” and (y) clause (iii) of the
definition of “Black Scholes Value” shall instead refer to “the underlying price per share used in such calculation
shall be the highest Weighted Average Price during the period beginning on the date of the applicable date of exercise and the date that
the Company makes the applicable cash payment.”
2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted
from time to time as follows:
(a)
Intentionally omitted.
(b)
Adjustment Upon Subdivision or Combination of Common Shares. If the Company at any time on or after the Subscription Date (subdivides
(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding Common Shares into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date the subdivision or combination
becomes effective.
(c)
Intentionally omitted.
3.
RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any
distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets 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 Common Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,
the Maximum Percentage) 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 Common 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 and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to such extent (and shall not be entitled to beneficial ownership of such Common Shares as a result of such Distribution (and beneficial
ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time
or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which
time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on
any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).
4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of
this Warrant, including without limitation, the Maximum Percentage) 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 Common 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 and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such Common Shares as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent
shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and
any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance)
to the same extent as if there had been no such limitation).
(b)
Fundamental Transactions. The Company shall not enter into a Fundamental Transaction unless the Successor Entity assumes 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 4(b) pursuant to written agreements in form and substance satisfactory to the Required Holders, including agreements , if so
requested by the Holder, to deliver to each holder of the Series B Warrants in exchange for such Series B Warrants a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation,
an adjusted exercise price equal to the value for the Common Shares reflected by the terms of such Fundamental Transaction, and exercisable
for a corresponding number of shares of capital stock equivalent to the Common 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 satisfactory to
the Required Holders, 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 Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such adjustments to the 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 occurrence or consummation of such Fundamental Transaction). Any security issuable or
potentially issuable to the Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction that was within
the Company’s control to enter into or to avoid shall be registered and freely tradable by the Holder without any restriction or
limitation or the requirement to be subject to any holding period pursuant to any applicable securities laws. No
later than (i) thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) if later, the first Trading
Day following the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, the Company
shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder. Upon the occurrence
or consummation of any Fundamental Transaction that was within the Company’s control to enter into or to avoid, it shall be a required
condition to the occurrence or consummation of any such Fundamental Transaction that, the Company and the Successor Entity or Successor
Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly
and severally succeed to, and be added to the term “Company” under this Warrant (so that from and after the date of such
Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each
of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor
Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations
of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities,
jointly and severally, had been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity
and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market,
shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for this Warrant a security
of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this
Warrant and exercisable for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the
“Successor Capital Stock”) equivalent to the Common 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 (such corresponding number
of shares of Successor Capital Stock to be delivered to the Holder shall be equal to the greater of (A) the quotient of (i) the aggregate
dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”),
in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been
executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive
agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term
“Exercise Price”) that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction
or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been
exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting
in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) (the “Aggregate Consideration”)
divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation
or occurrence of the Fundamental Transaction and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration,
by (y) the Closing Sale Price of the Common Shares on the Trading Day immediately prior to the consummation or occurrence of the Fundamental
Transaction and (ii) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Common Shares for Successor
Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded
common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the
Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled
to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such
consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its
right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory
to the Holder, and with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital
stock and such exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction
the economic value of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction,
as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction that
was within the Company’s control to enter into or to avoid, and it shall be a required condition to the occurrence or consummation
of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction,
as elected by the Holder solely at its option, Common Shares, Successor Capital Stock or, in lieu of the Common Shares or Successor Capital
Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction),
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights), which for purposes of clarification may continue to be Common Shares, if any, that the Holder would have been entitled to receive
upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in
such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise
of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other
rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction that was
within the Company’s control to enter into or to avoid, pursuant to which holders of Common Shares are entitled to receive
securities, cash, assets or other property with respect to or in exchange for Common Shares (a “Corporate Event”),
the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that,
and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have
the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event, Common Shares
or Successor Capital Stock or, if so elected by the Holder, in lieu of the Common Shares (or other securities, cash, assets or other
property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under
Sections 3 and 4(a), which shall continue to be receivable on the Common Shares or on the such shares of stock, securities, cash, assets
or any other property otherwise receivable with respect to or in exchange for Common Shares), such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or subscription rights and any Common Shares) which the
Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or
other determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior to such Corporate
Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations
on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory
to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate
Events.
5.
NON-CIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated
Articles of Association or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any Common Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Common Shares
upon the exercise of this Warrant, and (iii) shall, so long as any of the Series B Warrants are outstanding, take all action necessary
to reserve and keep available out of its authorized and unissued Common Shares, solely for the purpose of effecting the exercise of the
Series B Warrants, 100% of the number of Common Shares as shall from time to time be necessary to effect the exercise of the Series B
Warrants then outstanding (without regard to any limitations on exercise and assuming that the New Share Amount is being determined based
on a Reference Price (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events occurring after the Subscription Date)).
6.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of
the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s
capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of
the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the
shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.
7.
REISSUANCE OF WARRANTS.
(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as
the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.
(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company
shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.
(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of
such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Series B Warrants
for fractional Warrant Shares shall be given.
(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right
to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or
Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of Common Shares underlying the other new Warrants
issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have
an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights
and conditions as this Warrant.
(f)
Warrant Register. The Warrant Agent (or to the extent this Warrant is not held in global form through DTC (or any successor depositary),
the Company) shall register this Warrant, upon records to be maintained by the Warrant Agent (or to the extent this Warrant is not held
in global form through DTC (or any successor depositary), the Company) for that purpose (the “Warrant Register”), in the
name of the record Holder hereof from time to time. The Company and the Warrant Agent 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.
8.
NOTICES. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including
in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company
will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes
its books or takes a record (A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to any grants,
issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders
of Common Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to
the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be
definitive and may not be disputed or challenged by the Company. Notwithstanding any other provision of this Warrant, as to any Warrant
not held in certificated form, where this Warrant provides for notice of any event to a Holder, such notice shall be sufficiently given
if given to DTC (or any successor depository) pursuant to the procedures of DTC (or such successor depository).
9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder.
10.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and
all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other
court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
11.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be
construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form
part of, or affect the interpretation of, this Warrant.
12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within
two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3)
Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within
two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent,
reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than
ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.
13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in
addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages
for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required.
14.
TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent
of the Company.
15.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by
a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as
close as possible to that of the prohibited, invalid or unenforceable provision(s).
16.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company
has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the
Company or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic
information on a Report of Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes that a notice contains
material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating
to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.
17.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a)
“1933 Act” means the Securities Act of 1933, as amended.
(b)
“Reference Price” means 20% of Nasdaq Minimum Price, i.e., “the lower of: (i) the closing price (as reflected
on Nasdaq.com) of the Common Shares on the trading day immediately preceding the effectiveness of the Registration Statement; or (ii)
the average closing price of the Common Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the effectiveness
of the Registration Statement.
(c)
“Affiliate” shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.
(d)
“Attribution Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any funds,
feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder
or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the
foregoing and (iv) any other Persons whose beneficial ownership of the Common Shares would or could be aggregated with the Holder’s
and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject
collectively the Holder and all other Attribution Parties to the Maximum Percentage.
(e)
“Black Scholes Value” means the value of this Warrant calculated using the Black-Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable
Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated,
for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining
term of this Warrant as of such date of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, (iii)
the underlying price per share used in such calculation shall be the greater of (x) the highest Weighted Average Price of the Common
Shares during the period beginning on the Trading Day prior to the execution of definitive documentation relating to the applicable Fundamental
Transaction and ending on (A) the Trading Day immediately following the public announcement of such Fundamental Transaction, if the applicable
Fundamental Transaction is publicly announced or (B) the Trading Day immediately following the consummation of the applicable Fundamental
Transaction if the applicable Fundamental Transaction is not publicly announced and (y) 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 the Fundamental Transaction, (iv) a zero cost
of borrow and (v) a 360 day annualization factor.
(f)
“Bloomberg” means Bloomberg Financial Markets.
(g)
“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.
(h)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the
Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the
last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade
price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of
the bid prices, or the ask prices, respectively, of any market makers for such security as reported on the Pink Open Market. If the Closing
Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock
split, stock combination, reclassification or other similar transaction during the applicable calculation period.
(i)
“Closing Date” shall be September 20, 2024.
(j)
“Common Shares” means (i) the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Class
A Ordinary Shares”), and (ii) any share capital into which such Class A Ordinary Shares shall have been changed or any share capital
resulting from a reclassification, reorganization or reclassification of such Class A Ordinary Shares.
(k)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into
or exercisable or exchangeable for Common Shares.
(l)
“Eligible Market” means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global
Market, The New York Stock Exchange, Inc., the OTC QB or the OTC QX.
(m)
Intentionally omitted.
(n)
“Expiration Date” means 5 years after the Issuance Date or, if such date falls on a day other than a Business Day
or on which trading does not take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.
(o)
Intentionally omitted.
(p)
Intentionally omitted.
(q)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject
to or have its Common Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of more than either (x) 50% of the outstanding Common Shares, (y) 50% of the outstanding Common Shares calculated
as if any Common Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to,
such purchase, tender or exchange offer were not outstanding; or (z) such number of Common Shares such that all Subject Entities making
or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Common Shares, or (iv) consummate
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) more than 50% of the outstanding Common Shares, (y) more than 50% of the outstanding Common Shares calculated as if any Common
Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase
agreement or other business combination were not outstanding; or (z) such number of Common Shares such that the Subject Entities become
collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Common Shares, or
(v) reorganize, recapitalize or reclassify its Common Shares, (B) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate
to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through
acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Common Shares, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) more than 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Shares, (y) more than 50% of the aggregate ordinary voting power represented by issued and outstanding Common Shares not held
by all such Subject Entities as of the Subscription Date calculated as if any Common Shares held by all such Subject Entities were not
outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding Common Shares or other
equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction
requiring other shareholders of the Company to surrender their Common Shares without approval of the shareholders of the Company or (C)
directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of
or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this
definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.
(r)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5
thereunder.
(s)
Intentionally omitted.
(t)
Intentionally omitted.
(u)
“Options” means any rights, warrants or options to subscribe for or purchase (i) Common Shares or (ii) Convertible
Securities.
(v)
Intentionally omitted.
(w)
“New Share Amount” means the number of Common Shares equal to the number (if
positive) obtained by subtracting (I) the sum of (x) the number of shares purchased by the Holder on the Closing Date (as adjusted for
stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar
events occurring after the Subscription Date) and (y) the number of Common Shares issuable upon exercise in full of any Pre-funded Warrants
(without regard to any limitation on exercise contained therein) purchased by the Holder as committed on the Subscription Date (as adjusted
for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other
similar events occurring after the Subscription Date), from (II) the quotient determined by dividing (x) the sum of (i) the aggregate
Purchase Price paid by the Holder as committed on the Subscription Date and (ii) the aggregate of all exercise prices paid or payable
by the Holder upon exercise in full of the Pre-Funded Warrants, by (y) the applicable Reference Price.
(x)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required
Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such
entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction.
(y)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and a government or any department or agency thereof.
(z)
“Pre-funded Warrants” shall have the meaning ascribed to such term in the Underwriting Agreement.
(aa)
“Principal Market” means The Nasdaq Capital Market.
(bb)
“Purchase Price” shall be ____________-.
(cc)
Intentionally omitted.
(dd)
Intentionally omitted.
(ee)
Intentionally omitted.
(ff)
“Registration Statement” means the registration statement on Form F-1 filed by the Company (file No. 333-280174) and
declared effective September 19, 2024 including the registration of the issuance of the Warrants and the Warrant Shares.
(gg)
“Required Holders” means the holders of the Series B Warrants representing at least a majority of the Common Shares
underlying the Series B Warrants then outstanding.
(hh)
“Series B Exercise Date” means the sixteenth (16th) calendar day immediately following the Issuance Date.
(ii)
Intentionally omitted.
(jj)
Intentionally omitted.
(kk)
Intentionally omitted.
(ll)
Intentionally omitted.
(mm)
“Series A Warrants” shall mean the Series A Warrants to purchase Common Shares issued by the Company on the Issuance
Date.
(nn)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Eligible Market with respect to the Common Shares as in effect on the date of delivery of the applicable Exercise Notice.
(oo)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(pp)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity)
formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder,
the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.
(qq)
Intentionally omitted.
(rr)
“Trading Day” means any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market
is not the principal trading market for the Common Shares on such day, then on the principal securities exchange or securities market
on which the Common Shares are then traded.
(ss)
“Underwriter” means EF Hutton LLC.
(tt)
“Underwriting Agreement” means that certain underwriting agreement
regarding the underwriting of the units composed of one Class A Ordinary Share (or one pre-funded warrant to purchase one Class A Ordinary
Share), one Series A Warrant and one Series B Warrant entered into by and among the Company and the Underwriter on or about the Subscription
Date.
(uu)
“Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such
security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market
publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or,
if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces
is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers
for such security as reported on the Pink Open Market. If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,
then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the
term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock
combination, reclassification or other similar transaction during the applicable calculation period.
18.
Warrant AgenT Agreement. If this Warrant is held in global form through DTC (or any successor
depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with
the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Shares to be duly executed as of the Issuance Date set out
above.
| HAOXI HEALTH TECHNOLOGY LIMITED |
|
| |
|
| By: |
/s/ Zhen Fan |
|
| Name: |
Zhen Fan |
|
| Title: |
Chief Executive Officer |
|
EXHIBIT
A
EXERCISE
NOTICE
TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT
TO PURCHASE COMMON SHARES
HAOXI
HEALTH TECHNOLOGY LIMITED
The
undersigned holder hereby exercises the right to purchase _________________ Common Shares (“Warrant Shares”) of Haoxi
Health Technology Limited, a Cayman Islands exempted company (the “Company”), evidenced by the attached Warrant to
Purchase Common Shares (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.
1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:
____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or
____________
a “Cashless Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the Company
to the Holder of __________ Common Shares representing the applicable Net Number.
2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.
3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.
Date:
_______________ __, ______
| |
|
| Name of Registered Holder |
|
ACKNOWLEDGMENT
The
Company hereby acknowledges this Exercise Notice and hereby directs Transhare Corporation to issue the above indicated number of Common
Shares in accordance with the Transfer Agent Instructions dated _September 20_, 2024 from the Company and acknowledged and agreed to
by Transhare Corporation.
| HAOXI HEALTH TECHNOLOGY LIMITED |
|
| |
|
|
| By: |
/s/ Zhen Fan |
|
| Name: |
Zhen Fan |
|
| Title: |
Chief Executive Officer |
|
18
Exhibit 99.5
WARRANT AGENT AGREEMENT
This WARRANT AGENT AGREEMENT
(this “Warrant Agreement”) dated as of September 20, 2024 (the “Issuance Date”) is between Haoxi
Health Technology Limited, a Cayman Islands corporation (the “Company”), and TranShare Corporation (the “Warrant
Agent”). Capitalized terms not defined herein shall have the same meaning as in the applicable form of warrant as provided in
Exhibit A.
WHEREAS, pursuant to the terms of that certain
Underwriting Agreement (“Underwriting Agreement”), dated September 19, 2024, by and among the Company and EF Hutton
LLC, as the representative (the “Representative”) of the underwriters set forth therein, the Company is engaged in
a public offering of 4,000,000 units (each, a “Unit,” and, collectively, the “Units”), with each Unit consisting
of (i) one share of Class A Ordinary Share, par value $0.0001 per share (the “Class A Ordinary Share”) (or one pre-funded
warrant to purchase one Class A Ordinary Share (the “Pre-Funded Warrant”)), (ii) one Series A warrant to purchase one Class
A Ordinary Share (the “Series A Warrant”) (subject to certain adjustments as described in the Series A Warrant), and (iii)
one Series B warrant to purchase such number of Class A Ordinary Share as determined based on the Reference Price with the meaning ascribed
to such term in the Series B Warrant and in accordance with the terms therein (the “Series B Warrant” and together with the
Pre-Funded Warrant and the Series A Warrant, the “Warrants”) at a price of $3.00 per Unit. The 5-year term Series A Warrants
are exercisable upon issuance and have an initial exercise price of $3.00 per Class A Ordinary Share. On the sixteenth (16th)
calendar day (the “Series B Exercise Date”) following the closing of this offering (the “Closing Date”), the exercise
price of the Series A Warrant will be adjusted to $0.60, i.e., one fifth of the per Unit offering price, and the maximum number of shares
issuable upon exercise of the Series A Warrant will be adjusted to 20,000,000 shares, i.e., five times of the initial number of shares
issuable. The 5-year Series B Warrants will be exercisable at any time or times on or after the Series B Exercise Date at an exercise
price of $0.0001 per Class A Ordinary Share. The maximum number of shares issuable upon exercise of the Series B Warrants will be 16,000,000
shares, obtained by subtracting (I) the sum of (x) the aggregate number of shares sold on the Closing Date and (y) the number of Class
A Ordinary Shares issuable upon exercise in full of any Pre-funded Warrants, from (II) the quotient determined by dividing (x) the sum
of (i) the aggregate purchase price paid and (ii) the aggregate of all exercise prices paid or payable upon exercise in full of the Pre-Funded
Warrants, by (y) $0.60, which equals to 20% of the Nasdaq Minimum Price under the Nasdaq Listing Rule 5635(d) immediately prior to effectiveness
of this Registration Statement.
WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-1 (File No. 333-280174)
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the Units, and such Registration Statement was declared effective
on September 19, 2024; and
WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth
in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;
WHEREAS, the Company desires
to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Warrant Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement (and
no implied terms or conditions).
2. Warrants.
2.1. Forms of Warrants.
The Warrants shall be registered securities and shall be evidenced by a global warrant (“Global Warrant”) in the forms
of Exhibit A-1, Exhibit A-2, or Exhibit A-3 to this Warrant Agreement, which shall initially be represented only by one or more
global warrants deposited with the warrant agent, as custodian on behalf of each Holder as defined below. The terms of the Global Warrant
are incorporated herein by reference. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants
available in, book-entry form, the Company may instruct the Warrant Agent to cancel the Global Warrant, and the Company shall instruct
the Warrant Agent to deliver to each Holder separate certificates evidencing Warrants (“Definitive Certificates” and,
together with the Global Warrant, “Warrant Certificates”) registered.
2.2. Issuance and Registration
of Warrants.
2.2.1. Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants.
2.2.2. Issuance of Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Warrant and deliver the Warrants in the book-entry
settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security entitlements
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by the Warrant Agent.
2.2.3. Beneficial Owner;
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner
of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. The rights of beneficial owners in a Warrant evidenced by the Global Warrant shall be exercised
by the Holder, except to the extent set forth herein or in the Global Warrant.
2.2.4. Delivery of Warrant
Certificate. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a
Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange
of some or all of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit A-1, Exhibit
A-2, or Exhibit A-3, as applicable (such separate certificate, a “Definitive Certificate”) evidencing the same
number of Warrants, which request shall be in the form attached hereto as Exhibit B (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date”
and the surrender by the Holder to the Warrant Agent of a number of Global Warrants for the same number of Warrants evidenced by a Warrant
Certificate, a “Warrant Exchange”), the Company and the Warrant Agent shall promptly effect the Warrant Exchange and the Company
and the Warrant Agent shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name
set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants,
shall be executed by facsimile by an authorized signatory of the Company, shall be in the form attached hereto as Exhibit A-1,
Exhibit A-2, or Exhibit A-3, as applicable, and shall be reasonably acceptable in all respects to such Holder. In connection
with a Warrant Exchange, the Company and the Warrant Agent agree to deliver the Definitive Certificate to the Holder within ten (10) Business
Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). If the Company and the Warrant Agent fail for any reason to deliver to the Holder the Definitive Certificate
subject to the Warrant Certificate Request Notice by the Warrant Certificate 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 evidenced by such Definitive Certificate (based on the VWAP
(as defined in the Warrants) of the Class A Ordinary Shares on the Warrant Certificate Request Notice Date), $10 per Business Day for
each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of
such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery
of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding
anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and
conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement. Notwithstanding anything herein to the
contrary, the Warrant Agent shall act as warrant agent with respect to any Definitive Certificate requested and issued pursuant to this
section. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between any provision in
this Agreement and any provision in a Definitive Certificate, as it may from time to time be amended, the terms of such Definitive Certificate
shall control.
A Holder of a Definitive Certificate
(pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time a Global Warrants Exchange (as defined
below) pursuant to a Global Warrants Request Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant
Agent for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial interest
in Global Warrants held in book-entry form evidencing the same number of Warrants, which request shall be in the form attached hereto
as Exhibit C (a “Global Warrants Request Notice” and the date of delivery of such Global Warrants
Request Notice by the Holder, the “Global Warrants Request Notice Date” and the surrender upon delivery by the Holder
of the Warrants evidenced by Definitive Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants
held in book-entry form, a “Global Warrants Exchange”), the Warrant Agent shall promptly effect the Global Warrants
Exchange and shall promptly issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants Request
Notice, which beneficial interest in such Global Warrants shall be delivered to the Holder pursuant to the instructions in the Global
Warrants Request Notice. In connection with a Global Warrants Exchange, the Warrant Agent shall deliver the beneficial interest in such
Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions
in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If the Company fails for any reason to deliver
to the Holder Global Warrants subject to the Global Warrants Request Notice by the Global Warrants 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 evidenced by such Global Warrants
(based on the VWAP (as defined in the Warrants) of the Class A Ordinary Shares on the Global Warrants Request Notice Date), $10 per Business
Day for each Business Day after such Global Warrants Delivery Date until such Global Warrants are delivered or, prior to delivery of such
Global Warrants, the Holder rescinds such Global Warrants Exchange. The Company covenants and agrees that, upon the date of delivery of
the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.
2.2.5. Execution. The
Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”),
which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Warrant
Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same signatory for all of the
Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case any Authorized Officer
of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company before countersignature by
the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to
be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date
of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate,
although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.
2.2.6. Registration of Transfer.
At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any Warrant Certificate
or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing the
same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the transfer of
Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to the Warrant Agent,
and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer of which
is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration of transfer, shall provide
a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment, by the Holder requesting
a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity,
not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto.
2.2.7. Loss, Theft and Mutilation
of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary
form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender
to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign
and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.
The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates. The Warrant
Agent may receive compensation from the surety companies or surety agents for administrative services provided to them.
2.2.8. Proxies. The Holder
of a Warrant may grant proxies or otherwise authorize any person to take any action that a Holder is entitled to take under this Agreement
or the Warrants.
3. Terms and Exercise of Warrants.
3.1. Exercise Price. The aggregate exercise
price of the Pre-funded Warrants, except for a nominal exercise price of $0.0001 per Warrant Share underlying therein, was pre-funded
to the Company on or prior to the Issuance Date and, consequently, no additional consideration (other than the nominal exercise price
of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder
shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance
or for any reason whatsoever, including in the event the Pre-funded Warrants shall not have been exercised. The 5-year term Series A Warrants
are exercisable upon issuance and have an initial exercise price of $3.00 per Class A Ordinary Share. On the sixteenth (16th)
calendar day (the “Series B Exercise Date”)following the closing of this offering (the “Closing Date”), the exercise
price of the Series A Warrant will be adjusted to $0.60, i.e., one fifth of the per Unit offering price, and the maximum number of shares
issuable upon exercise of the Series A Warrant will be adjusted to 20,000,000 shares, i.e., five times of the initial number of shares
issuable. The 5-year Series B Warrants will be exercisable at any time or times on or after the Series B Exercise Date at an exercise
price of $0.0001 per Class A Ordinary Share. The maximum number of shares issuable upon exercise of the Series B Warrants will be 16,000,000
shares, obtained by subtracting (I) the sum of (x) the aggregate number of shares sold on the Closing Date and (y) the number of Class
A Ordinary Shares issuable upon exercise in full of any Pre-funded Warrants, from (II) the quotient determined by dividing (x) the sum
of (i) the aggregate purchase price paid and (ii) the aggregate of all exercise prices paid or payable upon exercise in full of the Pre-Funded
Warrants, by (y) $0.60, which equals to 20% of the Nasdaq Minimum Price under the Nasdaq Listing Rule 5635(d) immediately prior to effectiveness
of this Registration Statement.
3.2. Duration of Warrants.
The Pre-Funded Warrants are exercisable on issuance at an exercise price of $0.0001 per share of Class A Ordinary Shares and will not
expire until exercised in full. The Series A Warrants are exercisable upon issuance and have a term of 5 years. The Series B Warrants
will be exercisable following the Series B Exercise Date and have a term of 5 years.
3.3. Exercise of Warrants.
3.3.1. Exercise. Subject
to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the
Pre-funded Warrants may exercise Pre-funded Warrants by delivering to the Warrant Agent, not later than [5:00 P.M]., Eastern Standard
Time, on any business day a notice of exercise of the Pre-funded Warrants to be exercised (i) in the form attached to the Global Warrant
and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as
to which the Pre-funded Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately
available funds or (B) by notifying the Company that this Pre-funded Warrant is being exercised pursuant to a Cashless Exercise. All other
requirements for the exercise of a Warrant shall be as set forth in the Pre-funded Warrant.
Subject to the provisions of
the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series A Warrants may
exercise Series A Warrants by delivering to the Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day
before the Expiration Date a notice of exercise of the Series A Warrants to be exercised (i) in the form attached to the Global Warrant
and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately
available funds or (B) by notifying the Company that this Series A Warrant is being exercised pursuant to a Cashless Exercise. All other
requirements for the exercise of a Series A Warrant shall be as set forth in the Series A Warrant.
Subject to the provisions of
the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series B Warrants may
exercise Series B Warrants by delivering to the Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day
after the Series B Exercise Date and before the Expiration Date a notice of exercise of the Series B Warrants to be exercised (i) in the
form attached to the Global Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price
in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series B Warrant is being exercised
pursuant to a Cashless Exercise. All other requirements for the exercise of a Series B Warrant shall be as set forth in the Series B Warrant.
3.3.2. The Warrant Agent shall,
by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent
and registrar for the Company’s Class A Ordinary Shares, in respect of (i) the number of Warrant Shares indicated on the Notice
of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant,
as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain
outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably
request. The Company shall issue the Warrant Shares in compliance with the terms of the Warrant.
3.3.3. Valid Issuance.
All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly
issued, fully paid and non-assessable.
3.3.4. No Fractional Exercise.
Notwithstanding any provision contained in this Warrant Agreement to the contrary, no fractional shares or scrip representing fractional
shares shall be issued upon the exercise of the Warrant. As to any fraction of a share which the Holder would otherwise be rounded up
to the next whole share.
3.3.5. No Transfer Taxes.
The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or it has been established
to the Company’s satisfaction that no such tax or other charge is due.
3.3.6. Date of Issuance.
The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, and for purposes of Regulation
SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form
shall be deemed to have exercised its interest in this Warrant upon instructing its broker to exercise its interest in this Warrant, except
that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become
the holder of such shares at the open of business on the next succeeding date on which the stock transfer books are open.
4. Adjustments of Exercise Price and Number
of Warrant Shares. The Exercise Price and the number of Warrant Shares of the applicable Warrants shall be adjusted from time to time
as provided in the Global Warrant.
5. Restrictive Legends; Fractional Warrants.
In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that
transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the Warrants must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration
of transfer or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.
6. Other Provisions Relating to Rights of Holders
of Warrants.
6.1. No Rights as Shareholder.
Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants, shall not be entitled to vote
or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant
Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, any of the rights of a shareholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights
or rights to participate in new issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is
then entitled to receive upon the due exercise of Warrants.
6.2. Reservation of Class
A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Class
A Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.
7. Concerning the Warrant Agent and Other Matters.
7.1. Any instructions given
to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as
soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section
7.1.
7.2. (a) Whether or not any
Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company do not need to pay to the
Warrant Agent such fees or the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without
limitation, the fees and expenses of the Warrant Agent’s counsel. (b) No provision of this Warrant Agreement shall require Warrant
Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant
Agreement or in the exercise of its rights.
7.3. As agent for the Company
hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently
be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities
as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall not be obligated to take any legal
action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might,
in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an
indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized and protected in acting or failing to act upon
any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered
to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties; (e) shall not be liable
or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (f) shall
not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to
the Warrants, including without limitation obligations under applicable securities laws; (g) may rely on and shall be fully authorized
and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its
duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company,
and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company
or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties
hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by
the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or
such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in
accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less
than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to
any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its
in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i) may perform any of its duties
hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible
for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it
in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting
fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations of any country other than the United
States of America or any political subdivision thereof.
7.4. (a) In the absence of
gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered, or
omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this
Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential
or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised
of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited
in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures, delays or
losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government,
exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms,
electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure,
war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any question or dispute arises
with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the rights
of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsible for its refusal
to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory
judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Warrant Agent and
executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall not be obligated
to require, the execution of such written settlement by all the Holders and all other persons that may have an interest in the settlement.
7.5. The Company covenants
to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of
defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of
the Warrant Agent’s gross negligence or willful misconduct.
7.6. Unless terminated earlier
by the parties hereto, this Agreement shall terminate 90 days after the earlier of the latest Expiration Date and the date on which no
Warrants remain outstanding (the “Termination Date”). On the business day following the Termination Date, the Agent
shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement.
7.7. If any provision of this
Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced
as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted
by applicable law.
7.8. The Company represents
and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the offer
and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant
Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under
the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a
party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, binding
and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements of law;
and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the offering
of the Warrants.
7.9. In the event of inconsistency
between this Warrant Agreement and the descriptions in the Warrant, as it may from time to time be amended, the terms of this Warrant
shall control.
7.10. Set forth in Exhibit
D hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement
(the “Authorized Representatives”). The Company shall, from time to time, certify to you the names and signatures of
any other persons authorized to act for the Company under this Warrant Agreement.
7.11. Except as expressly
set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing,
shall be effective upon receipt and shall be addressed, if to the Company, to Haoxi Health Technology Limited, Room 801, Tower C, Floor
8, Building 103, Huizhongli, Chaoyang District, Beijing, China, or, if to the Warrant Agent, to Transhare Corporation, Bayside Center
1, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764, or to such other address of which a party hereto has notified the other party.
7.12. (a) This Warrant Agreement
shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising
from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and
State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may
be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder.
Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant
Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.
This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent
of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required
for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of
this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed
by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements
shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may
be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.
7.13. Payment of Taxes.
The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise
of the applicable Warrants.
7.14. Resignation of Warrant Agent.
7.14.1. Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time
agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty
(30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office
of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may
apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment
of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by
the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court,
shall be a person organized and existing under the laws of any state of the United States of America, in good standing, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing
and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations,
responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement
and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason
it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.
7.14.2. Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
7.14.3. Merger or Consolidation
of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person
resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to the shareowner
services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement,
without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual, firm, corporation,
partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor (by merger
or otherwise) thereof or thereto.
8. Miscellaneous Provisions.
8.1. Persons Having Rights
under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.
8.2. Examination of the
Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent
designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide
reasonable evidence of its interest in the Warrants.
8.3. Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
8.4. Effect of Headings.
The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.
9. Certain Definitions. As used herein,
the following terms shall have the following meanings:
(a) “Trading Market” means
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.
[Signature Page Follows]
IN WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed
by the parties hereto as of the day and year first above written.
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Haoxi Health Technology Limited |
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By: |
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Name: |
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Title: |
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Transhare Corporation |
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By: |
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Name: |
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EXHIBIT A-1
form of
pre-funded WARRANT
EXHIBIT A-2
FORM OF SERIES A WARRANT
EXHIBIT A-3
FORM OF SERIES B WARRANT
EXHIBIT B
WARRANT CERTIFICATE REQUEST NOTICE
To: ___________ as Warrant Agent for __________
(the “Company”)
The undersigned Holder of Class A Ordinary Shares
Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate
evidencing the Warrants held by the Holder as specified below:
| 1. |
Name of Holder of Warrants in form of Global Warrants: _____________________________ |
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| 2. |
Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________ |
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| 3. |
Number of Warrants in name of Holder in form of Global Warrants: ___________________ |
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| 4. |
Number of Warrants for which Warrant Certificate shall be issued: __________________ |
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| 5. |
Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________ |
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| 6. |
Warrant Certificate shall be delivered to the following address: |
______________________________
______________________________
______________________________
______________________________
The undersigned hereby acknowledges and agrees
that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the
number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.
[SIGNATURE
OF HOLDER]
Name of Investing Entity: ____________________________________________________
Signature of Authorized Signatory of Investing
Entity: ______________________________
Name of Authorized Signatory: ________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: _______________________________________________________________
Form of Global Warrant Request Notice
GLOBAL WARRANT REQUEST NOTICE
To: Transhare Corporation, as Warrant Agent for
Haoxi Health Technology Limited (the “Company”)
The undersigned Holder of Pre-funded/Series [A/B]
Warrant To Purchase Common Shares (“Warrants”) in the form of Warrants Certificates issued by the Company hereby elects
to receive a Global Warrant evidencing the Warrants held by the Holder as specified below:
| 1. |
Name of Holder of Warrants in form of Warrant Certificates: |
| 2. |
Name of Holder in Global Warrant (if different from name of Holder of Warrants in form of Warrant Certificates): |
| 3. |
Number of Warrants in name of Holder in form of Warrant Certificates: |
| 4. |
Number of Warrants for which Global Warrant shall be issued: |
| 5. |
Number of Warrants in name of Holder in form of Warrant Certificates after issuance of Global Warrant, if any: |
| 6. |
Global Warrant shall be delivered to the following address: |
The undersigned hereby acknowledges and agrees
that, in connection with this Global Warrant Exchange and the issuance of the Global Warrant, the Holder is deemed to have surrendered
the number of Warrants in form of Warrant Certificates in the name of the Holder equal to the number of Warrants evidenced by the Global
Warrant.
[SIGNATURE OF HOLDER]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:
EXHIBIT D
AUTHORIZED REPRESENTATIVE
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Signature |
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| Fan Zhen |
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Chief Executive Officer |
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Exhibit 99.6
Haoxi Health Technology Limited Announces Pricing
of a $12 Million Underwritten Follow-on Public Offering
Beijing, September 19, 2024 --- Haoxi Health Technology
Limited (the “Company” or “HAO”), an online marketing solution provider headquartered in Beijing, China, today
announced the pricing of its underwritten follow-on public offering (the “Offering”) of 4,000,000 units (each a “Unit,”
and collectively, the “Units”) at an offering price of $3.00 per Unit (the “Public Offering Price”) for total
gross proceeds of $12,000,000, before deducting underwriting discounts and other offering expenses. Each Unit consists of (i) one share
of Class A Ordinary Share, par value $0.0001 per share (the “Class A Ordinary Share”) (or one pre-funded warrant to purchase
one Class A Ordinary Share (the “Pre-Funded Warrant”)), (ii) one Series A warrant to purchase one Class A Ordinary Share (the
“Series A Warrant”) (subject to certain adjustments therein), and (iii) one Series B warrant to purchase such number of Class
A Ordinary Share described in the prospectus of the Offering (the “Series B Warrant”, together with the Series A Warrant, the
“Warrants”). The Warrants will have a term of 5 years from the closing date of the Offering (the “Closing Date”).
The Series A Warrant is exercisable immediately upon issuance, or the Closing Date. The Series B Warrant is exercisable at any time on
or after the sixteenth (16th) calendar day from the Closing Date (the “Series B Exercise Date”). The Series A Warrants
have an initial exercise price of $3.00 per Class A Ordinary Share. On the Series B Exercise Date, the exercise price of the Series A
Warrant will be adjusted to $0.60 and the maximum number of Class A Ordinary Shares issuable upon exercise of the Series A Warrants will
be adjusted to 20,000,000 shares. The exercise price of the Series B Warrants is $0.0001 per Class A Ordinary Share. The maximum number
of shares issuable upon exercise of the Series B Warrants will be 16,000,000 shares. The Units have no stand-alone rights and will not
be certificated or issued as stand-alone securities. The Class A Ordinary Shares, the Pre-Funded Warrants, and related Warrants are immediately
separable and will be issued separately in the Offering.
The Offering is being conducted on a firm commitment
basis. The Company has granted EF Hutton LLC (“EF Hutton”), the underwriter, an option, within 45 days from the Closing Date,
to purchase up to an additional 600,000 Units at the Public Offering Price, less underwriting discounts, to cover the over-allotment option.
The Offering is expected to close on or about
September 20, 2024, subject to the satisfaction of customary closing conditions.
EF Hutton is acting as the sole bookrunner for
the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Pryor Cashman LLP is acting as U.S. counsel
to EF Hutton, in connection with the Offering.
The Company intends to use the proceeds from this
Offering for 1) working capital and general corporate purposes; 2) acquiring or investing in technologies, solutions, or businesses; and
3) hiring experienced employees.
The registration statement on Form F-1 (File No.
333-280174) relating to the Offering, as amended, was filed with the U.S. Securities and Exchange Commission (the “SEC”), and
was declared effective by the SEC on September 19, 2024. The Offering is being made only by means of a prospectus. Copies of the final
prospectus related to the Offering may be obtained, from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor,
New York, NY 10022, or via email at syndicate@efhutton.com or telephone at (212) 404-7002. In addition, a copy of the final prospectus
can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, 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 registration
or qualification under the securities laws of any such state or jurisdiction.
About Haoxi Health Technology Limited
Haoxi Health Technology Limited is a Beijing-headquartered
online marketing solution provider in China, specializing in serving healthcare industry advertiser clients. The Company’s growth
is driven by the rise of news feed ads and the rapid development of the healthcare sector. The Company offers one-stop online marketing
solutions, especially in online short video marketing, helping advertisers acquire and retain customers on popular platforms in China,
such as Toutiao, Douyin, WeChat, and Sina Weibo. It is dedicated to reducing costs, increasing efficiency, and providing easy online marketing
solutions to advertisers. For more information, please visit: http://ir.haoximedia.com.
Forward-Looking Statement
This press release contains forward-looking statements.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may”,
“will”, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,”
“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary
Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in
the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties
related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed
in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors
are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed
in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Underwriter
EF Hutton LLC
Ms. Stephanie Hu, Head of Asia, Investment Banking
Email：syndicate@efhutton.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214
Exhibit 99.7
Haoxi Health Technology Limited Announces the
Closing of a $12 Million Underwritten Follow-on Public Offering
Beijing, September 20, 2024 --- Haoxi Health Technology
Limited (the “Company” or “HAO”), an online marketing solution provider headquartered in Beijing, China, today
announced that it closed its previously announced underwritten follow-on offering of 4,000,000 units (each a “Unit,” and collectively,
the “Units”) at a public offering price of $3.00 per Unit (the “Offering”). Each Unit consists of (i) one share
of Class A Ordinary Share, par value $0.0001 per share (the “Class A Ordinary Share”) (or one pre-funded warrant to purchase
one Class A Ordinary Share (the “Pre-Funded Warrant”)), (ii) one Series A warrant to purchase one Class A Ordinary Share (the
“Series A Warrant”) initially, but five Class A Ordinary Shares on and after the Series B Exercise Date, and (iii) one Series
B warrant to purchase four of Class A Ordinary Shares on and after the sixteenth (16th) calendar day (the “Series B Exercise Date”)
following the closing of the Offering (the “Series B Warrant”, together with the Series A Warrant, the “Warrants”).
The Units have no stand-alone rights and therefore are not certificated or issued as stand-alone securities. The Class A Ordinary Shares
and related Warrants are issued separately in the Offering. The Company received aggregate gross proceeds of $12,000,000 from the Offering,
before deducting underwriting discounts and other offering expenses, excluding the exercise of any Warrants.
The Offering has been conducted on a firm commitment
basis. The Company has granted EF Hutton LLC (“EF Hutton”), the underwriter, an option, within 45 days from the closing date,
to purchase up to an additional 600,000 Units at the public offering price, less underwriting discounts, to cover the over-allotment.
EF Hutton is acting as the sole bookrunner for
the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Pryor Cashman LLP is acting as U.S. counsel
to EF Hutton, in connection with the Offering.
“We are pleased to close this offering and
appreciate the continued support and market recognition as we execute our business plan” said Mr. Zhen Fan, Chairman and CEO of
HAO. “The proceeds provided by this offering will help facilitate our continued business expansion and technologies investment in
healthcare industry.”
The registration statement on Form F-1 (File No.
333-280174) relating to the Offering, as amended, was filed with the U.S. Securities and Exchange Commission (the “SEC”),
and was declared effective by the SEC on September 19, 2024. The Offering is being made only by means of a prospectus. Copies of the final
prospectus related to the Offering may be obtained, from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor,
New York, NY 10022, or via email at syndicate@efhutton.com or telephone at (212) 404-7002. In addition, a copy of the final prospectus
can also be obtained via the SEC’s website at www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities described herein, 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 registration or qualification under the securities
laws of any such state or jurisdiction.
About Haoxi Health Technology Limited
Haoxi Health Technology Limited is a Beijing-headquartered
online marketing solution provider in China, specializing in serving healthcare industry advertiser clients. The Company’s growth
is driven by the rise of news feed ads and the rapid development of the healthcare sector. The Company offers one-stop online marketing
solutions, especially in online short video marketing, helping advertisers acquire and retain customers on popular platforms in China,
such as Toutiao, Douyin, WeChat, and Sina Weibo. It is dedicated to reducing costs, increasing efficiency, and providing easy online marketing
solutions to advertisers. For more information, please visit: http://ir.haoximedia.com.
Forward-Looking Statement
This press release contains forward-looking statements.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may”,
“will”, “intend,” “should,” “believe,” “expect,” “anticipate,”
“project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking
statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading
of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s
expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited
to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all,
and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons,
among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional
factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes
no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Underwriter
EF Hutton LLC
Ms. Stephanie Hu, Head of Asia, Investment Banking
Email：syndicate@efhutton.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214
Haoxi Health Technology (NASDAQ:HAO)
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