Exhibit 1.1
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of November 9, 2021, is by and among Meten Holding Group Ltd., a Cayman
Islands company with headquarters located at 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan
District, Shenzhen, Guangdong Province 518000, People’s Republic of China (the “Company”), and each of the investors
listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
RECITALS
A. The Company and each Buyer
desire to enter into this transaction to purchase the Securities (as defined below) pursuant to a currently effective shelf registration
statement on Form F-3, which has at least $50 million of unallocated securities (Registration Number 333-256087) (the “Registration
Statement”), which Registration Statement has been declared effective in accordance with the Securities Act of 1933, as amended
(the “1933 Act”), by the United States Securities and Exchange Commission (the “SEC”).
B. Each Buyer wishes to purchase,
and the Company wishes to sell, upon the terms and conditions stated in this Agreement, such aggregate number of Ordinary Shares as set
forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate amount for all Buyers shall be 33,333,334
Ordinary Shares and shall collectively be referred to herein as the “Securities”).
AGREEMENT
NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each Buyer hereby agree as follows:
1. PURCHASE
AND SALE OF ORDINARY SHARES.
(a) Purchase of Securities.
Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each
Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate
number of Securities as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers. Notwithstanding anything
to the contrary herein, the number of Securities purchased by a Buyer (and its Affiliates) hereunder shall not, when aggregated with all
other ordinary shares or other securities convertible or exchangeable into ordinary shares owned by such Buyer (and its Affiliates) at
such time, result in such Buyer beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of
9.99% of the then issued and outstanding ordinary shares outstanding at the Closing (the “Beneficial Ownership Maximum”),
and the Purchase Price (as defined below) for such Buyer, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately
prior to the Closing, shall be conditioned upon the issuance of Securities at the Closing to the other Buyers signatory hereto. To the
extent that a Buyer’s beneficial ownership of the Securities would otherwise be deemed to exceed the Beneficial Ownership Maximum,
such Buyer’s Purchase Price shall automatically be reduced as necessary in order to comply with this paragraph.
(b) Closing. The
closing (the “Closing”) of the purchase of the Securities by the Buyers shall occur at the offices of Kaufman &
Canoles, P.C., Two James Center, 14th Floor, 1021 E. Cary St., Richmond, VA 23219. The date and time of the Closing (the “Closing
Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the
Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each
Buyer). As used herein “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks
in The City of New York are authorized or required by law to remain closed; provided, however, for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.
(c) Purchase Price. The
aggregate purchase price for the Securities to be purchased by each Buyer (the “Purchase Price”) shall be the amount
set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.
(d) Form of Payment;
Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Securities to be issued
and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as
defined below) and (ii) the Company shall cause Continental Stock Transfer & Trust(together with any subsequent transfer agent, the
“Transfer Agent”) through the Depository Trust Company ("DTC") Fast Automated Securities Transfer
Program, to credit such aggregate number of Securities that each Buyer is purchasing as is set forth opposite such Buyer’s name
in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
(e) Sales During Pre-Settlement
Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the
Company and an applicable Buyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”),
such Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of
any Securities to be issued hereunder to such Buyer at the Closing (collectively, the “Pre-Settlement Securities”),
such Buyer shall, automatically hereunder (without any additional required actions by such Buyer or the Company), be deemed to be unconditionally
bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Buyer at the
Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Buyer prior to the Company’s
receipt of the purchase price of such Pre-Settlement Securities hereunder; and provided further that the Company hereby acknowledges and
agrees that the foregoing shall not constitute a representation or covenant by such Buyer as to whether or not during the Pre-Settlement
Period such Buyer shall sell any Securities to any Person and that any such decision to sell any Securities by such Buyer shall be made,
in the sole discretion of such Buyer, at the time such Buyer elects to effect any such sale, if any.
2. BUYER’S
REPRESENTATIONS AND WARRANTIES.
Each Buyer, severally and not
jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:
(a) Organization; Authority.
Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with
the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined
below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.
(b) Validity; Enforcement.
This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid
and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be
limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
(c) No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated
hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute a default (or
an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except,
in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.
(d) Understandings
or Arrangements. Such Buyer is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Buyer’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Purchaser
is acquiring the Securities hereunder in the ordinary course of its business.
(e) Buyer
Status. At the time such Buyer was offered the Securities, it was, and as of the date hereof it is: either (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act.
(f) Experience
of Such Buyer. Such Buyer, either alone or together with its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Buyer is able to bear the economic risk of an investment in the Securities
and, at the present time, is able to afford a complete loss of such investment.
(g) Access
to Information. Such Buyer acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Such Buyer acknowledges and agrees that neither the Placement
Agent nor any Affiliate of the Placement Agent has provided such Buyer with any information or advice with respect to the Securities nor
is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation
as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information
with respect to the Company which such Buyer agrees need not be provided to it. In connection with the issuance of the Securities to such
Buyer, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Buyer.
(h) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Buyer has not, nor has any
Person acting on behalf of or pursuant to any understanding with such Buyer, directly or indirectly executed any purchases or sales, including
Short Sales, of the securities of the Company during the period commencing as of the time that such Buyer first received a term sheet
(written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions
contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Buyer that
is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Buyer’s assets and the
portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such
Buyer’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this
Agreement or to such Buyer’s representatives, including, without limitation, its officers, directors, partners, legal and other
advisors, employees, agents and Affiliates, such Buyer has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt,
nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing
shares in order to effect Short Sales or similar transactions in the future.
(i) The
Securities are being offered on a “reasonable efforts, no minimum” basis. Each Buyer represents, understands and acknowledges
that there is no minimum amount of funds that needs to be raised to effectuate a Closing hereunder.
3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
The Company represents and
warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:
(a) Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good standing
under the laws of the jurisdiction in which they are formed and have the requisite power and authority to own their properties and to
carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries
is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified
or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement,
“Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations
(including results thereof), or condition (financial or otherwise) of the Company or any Subsidiary, individually or taken as a whole,
(ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered
into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of
their respective obligations under any of the Transaction Documents (as defined below). Other than the Persons (as defined below) set
forth on Schedule 3(a) the Company has no Subsidiaries. “Subsidiaries” means any Person in which the Company,
directly or indirectly, (A) owns any of the outstanding share capital or holds any equity or similar interest of such Person or (B) controls
or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred
to herein as a “Subsidiary”.
(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement
and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery
of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Securities) have been duly authorized by the Company’s board
of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule
424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration
Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further
filing, consent or authorization is required by the Company, its board of directors or its shareholders or other governing body. This
Agreement has been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and
each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, the Securities, the Irrevocable Transfer Agent Instructions (as defined below)
and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions
contemplated hereby and thereby, as may be amended from time to time.
(c) Issuance of Securities;
Registration Statement. The issuance of the Securities is duly authorized and, upon issuance and payment in accordance with the terms
of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages,
defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
“Liens”) with respect to the issuance thereof. The issuance by the Company of the Securities has been registered under
the 1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Securities are freely transferable
and freely tradable by each of the Buyers without restriction, whether by way of registration or some exemption therefrom. The Registration
Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the
SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or
withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing
to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities
hereunder and as contemplated by the other Transaction Documents. Upon receipt of the Securities, each of the Buyers will have good and
marketable title to the Securities. The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus
Supplement, complied in all material respects with the requirements of the 1933 Act and the Securities Exchange Act of 1934, as amended
(the “1934 Act”) and the rules and regulations of the SEC promulgated thereunder and all other applicable laws and
regulations. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at
each deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933 Act, the Registration Statement and any amendments thereto
complied and will comply in all material respects with the requirements of the 1933 Act and did not and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
The Prospectus and any amendments or supplements thereto (including, without limitation the Prospectus Supplement), at the time the Prospectus
or any amendment or supplement thereto was issued and at the Closing Date, complied, and will comply, in all material respects with
the requirements of the 1933 Act and 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
Company meets all of the requirements for the use of Form F-3 under the 1933 Act for the offering and sale of the Securities contemplated
by this Agreement and the other Transaction Documents, and the SEC has not notified the Company of any objection to the use of the form
of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements set forth
in Rule 415(a)(1)(x) under the 1933 Act. At the earliest time after the filing of the Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) relating to any of the Securities,
the Company was not and is not an “Ineligible Issuer” (as defined in Rule 405 under the 1933 Act). The Company (i) has not
distributed any offering material in connection with the offer or sale of any of the Securities and (ii) until no Buyer holds any of the
Securities, shall not distribute any offering material in connection with the offer or sale of any of the Securities to, or by, any of
the Buyers (if required), in each case, other than the Registration Statement, the Prospectus or the Prospectus Supplement.
(d) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will not (i) result in a violation of
the Articles of Association (as defined below) (including, without limitation, any certificate of designation contained therein), Memorandum
of Association (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational
documents of the Company or any of its Subsidiaries, or any share capital or other securities of the Company or any of its Subsidiaries,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of
the Nasdaq Capital Market (the “Principal Market”) and including all applicable foreign, federal and state laws, rules
and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected.
(e) Consents. Neither
the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with
(other than the filing with the SEC of the Prospectus Supplement, the filing of Form LAS with the Nasdaq Capital Market and any other
filings as may be required by any state securities agencies), any Governmental Entity (as defined below) or any regulatory or self-regulatory
agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the
Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and
registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained
or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances
which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings
contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has no knowledge
of any facts or circumstances which could reasonably lead to delisting or suspension of the Ordinary Shares in the next twelve (12) months
after the date of this Agreement; provided, however, that the Company’s most recent annual report on Form 20-F contains a going
concern limitation. “Governmental Entity” means any nation, state, county, city, town, village, district, or other
political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal),
multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise
owned or controlled by a government or a public international organization or any of the foregoing.
(f) Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and
that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in
Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or
any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the Ordinary Shares (as defined
for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary
of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities.
The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based
solely on the independent evaluation by the Company and its representatives.
(g) Placement Agent’s
Fees. The Company shall be responsible for the payment of the placement agent fees payable to Aegis Capital Corp., as placement agent
(the “Placement Agent”) in connection with the sale of the Securities. The fees and expenses of the Placement Agent
to be paid by the Company or any of its Subsidiaries are as set forth on Schedule 3(g) attached hereto. The Company acknowledges
that it has engaged the Placement Agent in connection with the sale of the Securities. Other than the Placement Agent, neither the Company
nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
(h) No Integrated Offering.
None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of
the Securities to require approval of shareholders of the Company under any applicable shareholder approval provisions, including, without
limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company
are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf
will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of securities
of the Company.
(i) [Reserved].
(j) Application of
Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to
render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including, without limitation,
any distribution under a rights agreement), shareholder rights plan or other similar anti-takeover provision under the Articles of Association,
Memorandum of Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is
or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation,
the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors
have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to
accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.
(k) SEC Documents;
Financial Statements. During the one (1) year prior to the date hereof, the Company has timely filed all reports, schedules, forms,
proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the
1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).
The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of
each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC
Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally
accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may
exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if
any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the
Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting
Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise.
No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including,
without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits
to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which
they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without
limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents
(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the
Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance
with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend
that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of
the Financial Statements.
(l) Absence of Certain
Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 20-F, there has been no
material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results
thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s
most recent audited financial statements contained in a Form 20-F, neither the Company nor any of its Subsidiaries has (i) declared or
paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any
capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its
Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,
receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their
respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably
lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not, after giving effect to
the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l),
“Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair
saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and
its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its
Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and
(ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such
Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company
or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur
or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor
any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction,
for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is proposed to be conducted.
(m) No Undisclosed
Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is
reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties,
liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be
disclosed by the Company under applicable securities laws on a registration statement on Form F-1 filed with the SEC relating to an issuance
and sale by the Company of its Ordinary Shares and which has not been publicly announced, (ii) could have a material adverse effect on
any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.
(n) Conduct of Business;
Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Articles
of Association, any certificate of designation, preferences or rights of any other outstanding series of preferred shares of the Company
or any of its Subsidiaries or Memorandum of Association or their organizational charter, certificate of formation, memorandum of association,
articles of association, Articles of Association or certificate of incorporation or bylaws, respectively. Neither the Company nor any
of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company
or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing,
except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without
limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal
Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Ordinary Shares
by the Principal Market in the foreseeable future. During the two years prior to the date hereof, (i) the Ordinary Shares have been listed
or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares have not been suspended by the SEC or the Principal
Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension
or delisting of the Ordinary Shares from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure
to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and
neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company
or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to
have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition
of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently
conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a
Material Adverse Effect on the Company or any of its Subsidiaries.
(o) Foreign Corrupt
Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any other person acting
for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign
Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any Company
Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the
giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to
any political party or official thereof or to any candidate for political office (individually and collectively, a “Government
Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all
or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official,
for the purpose of:
(i) (A) influencing
any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit to do
any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence
or affect any act or decision of any Governmental Entity, or
(ii) assisting the
Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.
(p) Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002,
as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.
(q) Transactions With
Affiliates. Except as disclosed in the SEC Reports, no current or former employee, partner, director, officer or shareholder (direct
or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof,
or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party
to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing
of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or shareholder
or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, officers or directors of
the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or
business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment
(direct or indirect) in less than 5% of the common stock or Ordinary Shares, as applicable, of a company whose securities are traded on
or quoted through an Eligible Market (as defined below)), nor does any such Person receive income from any source other than the Company
or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries.
Other than as disclosed in the SEC Reports, no employee, officer, shareholder or director of the Company or any of its Subsidiaries or
member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of
its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary
for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee
benefits made generally available to all employees or executives (including share option agreements outstanding under any share option
plan approved by the Board of Directors of the Company).
(r) Equity Capitalization.
(i) Ordinary Shares
means (x) the Company’s ordinary shares, $0.0001 par value per share, and (y) any share capital into which such Ordinary Shares
shall have been changed or any share capital resulting from a reclassification of such Ordinary Shares.
(ii) Authorized
and Outstanding Share Capital. As of the date hereof, the authorized share capital of the Company consists of 500,000,000 Ordinary
Shares, of which, 307,809,510 are issued and outstanding.
(iii) Valid
Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be,
validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of Ordinary Shares that
are (A) reserved for issuance pursuant to Convertible Securities (as defined below) and (B) that are, as of the date hereof, owned by
Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers,
directors and holders of at least 10% of the Company’s issued and outstanding Ordinary Shares are “affiliates” without
conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
Except as disclosed in the SEC Reports, to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and
outstanding Ordinary Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently
exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise
or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder
for purposes of federal securities laws).
(iv) Existing
Securities; Obligations. Except as disclosed in Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s
shares, interests or share capital is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company
or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital
of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares, interests or share capital of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any shares, interests or share capital of the Company or any of its Subsidiaries;
(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any
of their securities under the 1933 Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments of
the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its
Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the
issuance of the Securities; and (F) neither the Company nor any Subsidiary has any share appreciation rights or “phantom share”
plans or agreements or any similar plan or agreement.
(v) Organizational
Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Articles of Association,
as amended and as in effect on the date hereof (the “Articles of Association”), and the Company’s bylaws, as
amended and as in effect on the date hereof (the “Memorandum of Association”), and the terms of all Convertible Securities
and the material rights of the holders thereof in respect thereto.
(s) Indebtedness and
Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as set forth in the SEC Documents, has any outstanding
debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of
the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any
contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement
or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations
in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under,
any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually
or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness,
the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither
the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not
so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’
respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of
this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money,
(B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation,
“capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent
with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments,
(D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such
indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession
or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently
applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien
upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such
assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect
of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness,
lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that
any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against
loss with respect thereto; and (z) “Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department or agency
thereof.
(t) Litigation.
Except as disclosed in the SEC Reports, there is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal
Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries, the Ordinary Shares or any of the Company’s or its Subsidiaries’
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which is outside of the ordinary
course of business or individually or in the aggregate material to the Company or any of its Subsidiaries. No director, officer or employee
of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation
of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company
or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company under the 1933 Act or the 1934 Act, including, without limitation, the Registration Statement. After reasonable inquiry
of its employees, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration,
investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction,
decree, determination or award of any Governmental Entity.
(u) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the
Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not have a Material Adverse Effect.
(v) Employee Relations.
Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The
Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f)
promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary
that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the
Company or any such Subsidiary. No executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect
to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and
regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours,
except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.
(w) Title.
(i) Real Property.
Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other interests
in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the Company
or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to any rights of way,
building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current taxes not
yet due, (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto
and (c) mortgages securing certain of the Company’s debt. Any Real Property held under lease by the Company or any of its Subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the
use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.
(ii) Fixtures and Equipment.
Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property,
equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection
with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound,
are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs
except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’
businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures
and Equipment free and clear of all Liens except for (a) Liens for current taxes not yet due, (b) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject thereto and (c) Liens securing certain of the Company’s
debt.
(x) Intellectual Property
Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks,
service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual
Property Rights”) necessary to conduct their respective businesses as now conducted. Except as disclosed in the SEC Reports,
none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or
terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge
of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding
being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of
its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is aware of any facts or
circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.
(y) Environmental Laws.
(i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below), (B) have received all
permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C)
are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (A), (B)
and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The
term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health
or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including,
without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or approved thereunder.
(ii) No Hazardous
Materials:
(A) have been disposed
of or otherwise released into any Real Property (as defined below) in violation of any Environmental Laws; or
(B) are present on,
over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any Environmental
Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, which
violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.
(iii) Neither the
Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise
located any Hazardous Materials on any Real Property, including, without limitation, such substances as asbestos and polychlorinated biphenyls.
(iv) None of the Real
Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”) list
or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.
(z) Subsidiary Rights.
The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive
dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.
(aa) Tax Status.
Except as disclosed in the SEC Reports, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and
state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and
its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign
investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
The net operating loss carryforwards (“NOLs”) for United States federal income tax purposes of the consolidated group
of which the Company is the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The transactions
contemplated hereby do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving
the Company’s ability to utilize such NOLs.
(bb) Internal Accounting
and Disclosure Controls. Except as disclosed in the SEC Reports, the Company and each of its Subsidiaries maintains internal control
over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance
with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared
with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company
maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring
that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed,
summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls
and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under
the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers
and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the
Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person
relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of
the Company or any of its Subsidiaries.
(cc) Off Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated
or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that
otherwise could be reasonably likely to have a Material Adverse Effect.
(dd) Investment Company
Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”
an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms
are defined in the Investment Company Act of 1940, as amended.
(ee) Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure
of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked
by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from
effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities
of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for
any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly
or indirectly, presently may have a “short” position in the Ordinary Shares which was established prior to such Buyer’s
knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation
with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on
the Company’s obligation to timely deliver Ordinary Shares upon exercise or exchange, as applicable, of the Securities as and when
required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company further
understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant
to the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading activities (including, without limitation,
the location and/or reservation of borrowable Ordinary Shares) at various times during the period that the Securities are outstanding
and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable Ordinary Shares),
if any, can reduce the value of the existing shareholders’ equity interest in the Company both at and after the time the hedging
and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do
not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection herewith or
therewith.
(ff) Manipulation of
Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf
has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of
any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
purchased, or paid any compensation for soliciting purchases of, any of the Securities (other than the Placement Agent), (iii) paid or
agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries
or (iv) other than as set forth in Schedule 3(ff) hereto, paid or agreed to pay any Person for research services with respect
to any securities of the Company or any of its Subsidiaries.
(gg) U.S. Real Property
Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are
held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the
Company and each Subsidiary shall so certify upon any Buyer’s request.
(hh) Registration Eligibility.
The Company is eligible to register the issuance of the Securities by the Company using Form F-3 promulgated under the 1933 Act.
(ii) Transfer Taxes.
On the Closing Date, all share transfer or other taxes (other than income or similar taxes) which are required to be paid in connection
with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided
for by the Company, and all laws imposing such taxes will be or will have been complied with.
(jj) 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 or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares
of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to
the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(kk) Shell Company
Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).
(ll) Illegal or Unauthorized
Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge
(after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of
the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been
affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services,
whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or
the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the
direct or indirect use of funds of the Company or any of its Subsidiaries.
(mm) Money Laundering.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable
U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the laws, regulations and Executive Orders
and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, without limitation, (i) Executive Order 13224
of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.
(nn) Management.
Except as set forth in Schedule 3(nn) hereto, during the past five year period, no current or former officer or director
or, to the knowledge of the Company, no current ten percent (10%) or greater shareholder of the Company or any of its Subsidiaries has
been the subject of:
(i) a petition
under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or similar officer
for such Person, or any partnership in which such person was a general partner at or within two years before the filing of such petition
or such appointment, or any corporation or business association of which such person was an executive officer at or within two years before
the time of the filing of such petition or such appointment;
(ii) a conviction
in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate to driving
while intoxicated or driving under the influence);
(iii) any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining any such person from, or otherwise limiting, the following activities:
(1) Acting as
a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with
such activity;
(2) Engaging in
any particular type of business practice; or
(3) Engaging in
any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws
or commodities laws;
(iv) any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting for more
than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be associated
with persons engaged in any such activity;
(v) a finding
by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation
or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended
or vacated; or
(vi) a finding
by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.
(oo) Shares Option
Plans. Except as disclosed in Schedule 3(oo), each share option granted by the Company was granted (i) in accordance with the
terms of the applicable share option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the
Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under
the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy
or practice of the Company to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with,
the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results
or prospects.
(pp) No Disagreements
with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is
current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of
its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with
its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to
believe that it will need to restate any such financial statements or any part thereof.
(qq) No Additional
Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated
by the Transaction Documents other than as specified in the Transaction Documents.
(rr) Public Utility
Holding Act None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.
(ss) Federal Power
Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal
Power Act, as amended.
(tt) Registration Rights.
No holder of securities of the Company has rights to the registration of any securities of the Company because of the filing of the Registration
Statement or the issuance of the Securities hereunder that could expose the Company to material liability or any Buyer to any liability
or that could impair the Company’s ability to consummate the issuance and sale of the Securities in the manner, and at the times,
contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof.
(uu) Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel
with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company
or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities
of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions
contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is
true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information
furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with
this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date
on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement
did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business,
properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable
law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been
so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries
and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial
projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized
that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered
by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees
that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in Section 2.
4. COVENANTS.
(a) Best Efforts.
Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided
in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions
to be satisfied by it as provided in Section 7 of this Agreement.
(b) Amendments to the
Registration Statement; Prospectus Supplements; Free Writing Prospectuses.
(i) Amendments
to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than
periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration
Statement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus
Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the
Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received
from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined
that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other
applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the
Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company
shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel
for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered
in connection with any acquisition or sale of Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect
to the Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer
promptly.
(ii) The Company has
not made, and agrees that unless it obtains the prior written consent of the Buyer it will not make, an offer relating to the Securities
that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer
Free Writing Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405
promulgated under the 1933 Act (a “Free Writing Prospectus”) required to be filed by the Company or the Buyer with
the SEC or retained by the Company or the Buyer under Rule 433 under the 1933 Act. The Buyer has not made, and agrees that unless it obtains
the prior written consent of the Company it will not make, an offer relating to the Securities that would constitute a Free Writing Prospectus
required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the 1933 Act. Any such Issuer Free Writing
Prospectus or other Free Writing Prospectus consented to by the Buyer or the Company is referred to in this Agreement as a “Permitted
Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free
Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements
of Rules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with
the SEC, legending and record keeping.
(c) Prospectus Delivery.
Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable after execution
of this Agreement the Company shall file, Prospectus Supplements with respect to the Securities to be issued on the Closing Date, as required
under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall provide the Buyer a reasonable opportunity
to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus, shall give due consideration to all such comments
and, subject to the provisions of Section 4(b) hereof, shall deliver or make available to the Buyer, without charge, an electronic copy
of each form of Prospectus Supplement, together with the Prospectus, and any Permitted Free Writing Prospectus on the Closing Date. The
Company consents to the use of the Prospectus (and of any Prospectus Supplements thereto) in accordance with the provisions of the 1933
Act and with the securities or “blue sky” laws of the jurisdictions in which the Securities may be sold by the Buyer, in connection
with the offering and sale of the Securities and for such period of time thereafter as the Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of the Securities.
If during such period of time any event shall occur that in the judgment of the Company and its counsel is required to be set forth in
the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus or should be set forth therein in order to make
the statements made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading,
or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus
to comply with the 1933 Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section 4(b)
above, file with the SEC an appropriate amendment to the Registration Statement or Prospectus Supplement to the Prospectus (or supplement
to the Permitted Free Writing Prospectus) and shall expeditiously furnish or make available to the Buyer an electronic copy thereof.
(d) Stop Orders.
The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in writing: (i) of the
Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration Statement, the Prospectus,
any Permitted Free Writing Prospectus or for any additional information; (ii) of the Company’s receipt of notice of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus
or any Prospectus Supplement, or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the
initiation or contemplated initiation of any proceeding for such purpose; (iii) of the Company becoming aware of the happening of any
event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
untrue or which requires the making of any additions to or changes to the statements then made in the Registration Statement, the Prospectus
or any Permitted Free Writing Prospectus in order to state a material fact required by the 1933 Act to be stated therein or necessary
in order to make the statements then made therein (in the case of the Prospectus, in light of the circumstances under which they were
made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus or any Permitted Free Writing
Prospectus to comply with the 1933 Act or any other law or (iv) if at any time following the date hereof the Registration Statement is
not effective or is not otherwise available for the issuance of the Securities or any Prospectus contained therein is not available for
use for any other reason. Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus,
any Permitted Free Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the issuance
of the Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use best efforts to obtain the withdrawal of such
order at the earliest possible time.
(e) Blue Sky. The
Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain
an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities
or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide
evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company
under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required
under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue
Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations
and the like relating to the offering and sale of the Securities to the Buyers.
(f) Reporting Status.
Until the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”), the Company shall
timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require
or otherwise permit such termination.
(g) Use of Proceeds.
The Company will use the proceeds from the sale of the Securities as described in the Prospectus Supplement, but not, directly or indirectly,
for (i) except as set forth on Schedule 4(g), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii)
the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.
(h) [Reserved.]
(i) Listing. The
Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Underlying Securities (as defined
below) upon each national securities exchange and automated quotation system, if any, upon which the Ordinary Shares is then listed or
designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation
for quotation (as the case may be) of all Underlying Securities from time to time issuable under the terms of the Transaction Documents
on such national securities exchange or automated quotation system. The Company shall maintain the Ordinary Shares’ listing or authorization
for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE American, the Nasdaq Global Market or
the Nasdaq Global Select Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries shall
take any action which could be reasonably expected to result in the delisting or suspension of the Ordinary Shares on an Eligible Market,
unless such action will simultaneously maintain the listing of the Ordinary Shares on another Eligible Market. The Company shall pay all
fees and expenses in connection with satisfying its obligations under this Section 4(i). “Underlying Securities” means
(i) the Securities, and (ii) any share capital of the Company issued or issuable with respect to the Securities, including, without limitation,
(1) as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise and (2) shares of share capital
of the Company (or any successor) into which the Ordinary Shares are converted or exchanged.
(j) Fees. In addition
to bearing its own expenses in connection with this Transaction and paying the fees set forth in the Placement Agent Agreement, the Company
shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s
commissions (other than for Persons engaged by or on behalf of any Buyer) relating to or arising out of the transactions contemplated
hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable
attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise
set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities
to the Buyers.
(k) [Reserved.]
(l) Disclosure of Transactions
and Other Material Information.
(i) Disclosure
of Transaction. The Company shall, on or before 6:00 a.m., New York time, on the date of this Agreement, issue a press release (the
“Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated
by the Transaction Documents. On or before 6:00 a.m., New York time, on the first (1st) Business Day after the date of this
Agreement, the Company shall file a Report of Foreign Issuer on Form 6-K describing all the material terms of the transactions contemplated
by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without
limitation, this Agreement and all schedules to this Agreement) (including all attachments, the “6-K Filing”). From
and after the filing of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to
any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Press Release, the Company
acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between
the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand,
and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
(ii) Limitations
on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,
directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its
Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld
in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section
4(q) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its
Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith
judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right
to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public
information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers,
directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees, affiliates, shareholders or agents, for any such disclosure. To the extent that the Company delivers any
material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer
shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information.
Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements
with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of
any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial
conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that
in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure
prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s
sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer
in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication
that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed
to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular
Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with
respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.
(m) Additional Issuance
of Securities. The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the
45th calendar day after the Closing Date (the “Restricted Period”), neither the Company nor any of
its Subsidiaries shall directly or indirectly issue, enter into any agreement to issue or announce the issuance or proposed issuance of
any Ordinary Shares or Ordinary Share Equivalents or (ii) file any registration statement or any amendment or supplement thereto (other
than the Prospectus Supplement).
(n) [Reserved.]
(o) Conduct of Business.
The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental
Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material
Adverse Effect.
(
(p) Passive Foreign
Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses,
in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning
of Section 1297 of the Code.
(q) Regulation M.
The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the Securities
contemplated hereby.
(r) No Waiver of Lock-Up
Agreements. The Company shall not amend, waive or modify any provision of any of the Lock-Up Agreements. The Company shall take all
reasonably necessary actions to enforce the terms and conditions of the Lock-Up Agreements.
5. REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.
(a) Register. The
Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to each holder of Securities), a register for the Securities in which the Company shall record the name and address of the Person in whose
name the Securities have been issued (including the name and address of each transferee) and the number of Securities held by such Person.
The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.
(b) Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its Transfer Agent and any subsequent transfer agent in a
form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit
shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Securities.
The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section
5(b) will be given by the Company to its Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely
transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction
Documents. If a Buyer effects a sale, assignment or transfer of the Securities, the Company shall permit the transfer and shall promptly
instruct its Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name
and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies, to an
order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic
loss and without any bond or other security being required. The Company shall cause its counsel to issue each legal opinion referred to
in the Irrevocable Transfer Agent Instructions to the Transfer Agent as follows: (i) at the Closing with respect to the Securities and
(ii) on each date a registration statement with respect to the issuance or resale of any of the Securities is declared effective by the
SEC. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinions
or the removal of any legends on any of the Securities shall be borne by the Company.
(c) Legends. Certificates
and any other instruments evidencing the Securities shall not bear any restrictive or other legend.
6. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.
The obligation of the Company
hereunder to issue and sell the Securities to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date,
of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the
Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(a) Such Buyer shall have executed
each of the other Transaction Documents to which it is a party and delivered the same to the Company.
(b) Such Buyer and each other
Buyer shall have delivered to the Company the Purchase Price for the Securities being purchased by such Buyer at the Closing by wire transfer
of immediately available funds in accordance with the Flow of Funds Letter.
(c) The representations and
warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though
originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct
as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.
7. CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.
The obligation of each Buyer
hereunder to purchase its Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its
sole discretion by providing the Company with prior written notice thereof:
(a) The Company shall have
duly executed and delivered to such Buyer each of the Transaction Documents and the Company shall have duly executed and delivered to
such Buyer such aggregate number of Securities set forth across from such Buyer’s name in column (3) of the Schedule of Buyers,
as being purchased by such Buyer at the Closing pursuant to this Agreement.
(b) Such Buyer shall have received
the opinions of the Company’s U.S. counsel, Chinese counsel and the Company’s Cayman Islands counsel, dated as of the Closing
Date, in the form reasonably acceptable to such Buyer.
(c) The Company shall have
delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to such Buyer, which
instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.
(d) The Company shall have
delivered to such Buyer a certificate evidencing the formation and good standing of the Company in in its jurisdiction of formation as
of a date within ten (10) days of the Closing Date.
(e) The Company shall have
delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of
the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form
reasonably acceptable to such Buyer, (ii) the Articles of Association of the Company and (iii) the Memorandum of Association of the Company,
each as in effect at the Closing.
(g) Each and every representation
and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at
that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific
date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required
to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate,
duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other
matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.
(h) The Company shall have
delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the Closing
Date immediately prior to the Closing.
(i) The Ordinary Shares (A)
shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing
Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market
have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum
maintenance requirements of the Principal Market.
(j) The Company shall have
obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including
without limitation, those required by the Principal Market, if any.
(k) No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity
of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.
(l) Since the date of execution
of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
(m) The Company shall have
obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Securities.
(n) The Company shall have
duly executed and delivered to such Buyer lock-up agreements for a period of 90 days from the Closing Date, in a form acceptable to the
holder (the “Lock-Up Agreement”), by and between the Company and any director and/or officer, as applicable, of the
Company that beneficially owns at least 10% of the Ordinary Shares outstanding as of the date hereof (collectively, the “Stockholders”),
and each of the Stockholders shall have duly executed and delivered to such Buyer such Lock-Up Agreements.
(o) Such Buyer shall have received
a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts
of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).
(p) From the date hereof to
the Closing Date, (i) trading in the Ordinary Shares shall not have been suspended by the SEC or the Principal Market (except for any
suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii)
at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or
limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal
Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have
occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect
on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable
or inadvisable to purchase the Securities at the Closing
(q) The Registration Statement
shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer
the Prospectus and the Prospectus Supplement as required thereunder.
(r) The Company and its Subsidiaries
shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this
Agreement as such Buyer or its counsel may reasonably request.
8. TERMINATION.
In the event that the Closing
shall not have occurred with respect to a Buyer within ten (10) days of the date hereof, then such Buyer shall have the right to terminate
its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability
of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available
to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of
such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Securities shall be applicable only
to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under
this Agreement to reimburse such Buyer for the expenses described in Section 4(j) above. Nothing contained in this Section 8 shall be
deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other
Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this
Agreement or the other Transaction Documents.
9. MISCELLANEOUS.
(a) Governing Law;
Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of 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 under any of
the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. If service of process is effected pursuant to the above sentence,
such service will be deemed sufficient under New York law and the Company shall not assert otherwise. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate
to preclude any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the
Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY.
(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature
is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature
page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.
(c) Headings; Gender.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall
be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.
(d) Severability; Maximum
Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by
a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as
close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained
in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the
intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may
be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would
be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any
obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined
to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake
of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum
amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected,
to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would
constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty,
to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of
the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to
otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.
(e) Entire Agreement;
Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries,
their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with respect to Ordinary
Shares or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the
schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding
of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement or
any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or
any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect to any prior
investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any
of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof
between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or
any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except
as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking
with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may
be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below), and any amendment
to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders
of Securities, as applicable, provided that no such amendment shall be effective to the extent that it (A) applies to less than all of
the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s prior
written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it is in
writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision of
this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be
binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent that it
(1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only) or (2)
imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in
such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also
is offered to all of the parties to the Transaction Documents, all holders of the Securities. The Company has not, directly or indirectly,
made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents
except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this
Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company, any Subsidiary
or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that
(x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect
such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations
and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this Agreement or any other
Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,” nothing contained in
any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception
to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document. “Required
Holders” means (I) prior to the Closing Date, Buyers who have are entitled to purchase all of the Securities at the Closing
and (II) on or after the Closing Date, Buyers who purchased, in the aggregate, at least a majority of the Securities issued or issuable
hereunder.
(f) Notices. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail
(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not
receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient);
or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly
addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:
If to the Company:
3rd Floor, Tower A
Tagen Knowledge & Innovation Center
2nd Shenyun West Road, Nanshan District
Shenzhen, Guangdong Province 518000
People’s Republic of China
Attention: Siguang Peng, Chief Executive
Officer
E-Mail: alan@meten.com
With a copy (for informational purposes
only) to:
Hunter Taubman Fischer & Li LLC
800 Third Avenue, Suite 2800
New York, NY 10022
Email: yli@htflawyers.com
If to the Transfer Agent:
Continental Stock Transfer & Trust
1 State Street, 30th Floor | New York,
NY 10004-1561
If to a Buyer, to its address and e-mail address
set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such
other address, e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing
the time and date or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.
(g) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns
(but excluding any purchasers of Securities, unless pursuant to a written assignment by such Buyer). The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders. A Buyer may assign any or
all of its rights under this Agreement to any Person to whom such Buyer assigns or transfers any Securities, provided that such transferee
agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to
the “Buyers.”.
(h) No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in
Section 9(k).
(i) Survival. The
representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations,
warranties, agreements and covenants hereunder.
(j) Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
(k) Indemnification.
(i) In consideration
of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all
of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
each Buyer and each holder of any Securities and all of their shareholders, partners, members, officers, directors, employees and direct
or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against
any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a
result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company
or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any
Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against
such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary)
or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement
of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with
the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(l), or (D) the status
of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction
Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding
for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason,
the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.
(ii) Promptly
after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental
action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the
Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and the Company shall have the right
to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory
to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees
and expenses of such counsel to be paid by the Company if: (A) the Company has agreed in writing to pay such fees and expenses; (B) the
Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to
such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including any impleaded
parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the
Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right
to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case of clause (C)
above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees.
The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified
Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such
action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include
any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated
to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall
not relieve the Company of any liability to the Indemnitee under this Section 9(k), except to the extent that the Company is materially
and adversely prejudiced in its ability to defend such action.
(iii) The indemnification
required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
within ten (10) days after bills are received or Indemnified Liabilities are incurred.
(iv) The indemnity
agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the Company or others,
and (B) any liabilities the Company may be subject to pursuant to the law.
(l) Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability
of a more general representation or warranty. Each and every reference to share prices, Ordinary Shares and any other numbers in this
Agreement that relate to the Ordinary Shares shall be automatically adjusted for any share splits, share dividends, share combinations,
recapitalizations or other similar transactions that occur with respect to the Ordinary Shares after the date of this Agreement. Notwithstanding
anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or
warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability
of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect
short sales or similar transactions in the future.
(m) Remedies. Each
Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights
and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under
any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision
of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages
by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes
that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the
case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the Buyers. The Company therefore
agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable
relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a
bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition
to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific
performance and/or other injunctive relief).
(n) Withdrawal Right.
Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever
any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely
perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights.
(o) Payment Set Aside;
Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other Transaction
Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause
of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise
expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars
(“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S.
Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance
with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to
be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the
relevant date of calculation.
(p) Judgment Currency.
(i) If for the purpose
of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document in any court
in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 9(p)
referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement, the conversion shall be made
at the Exchange Rate prevailing on the Trading Day immediately preceding:
(1) the date actual
payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will
give effect to such conversion being made on such date: or
(2) the date on which
the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion
is made pursuant to this Section 9(p)(i)(1) being hereinafter referred to as the “Judgment Conversion Date”).
(ii) If in the case
of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(1) above, there is a change in the Exchange Rate prevailing
between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount
as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date
of payment, will produce the amount of US Dollars which could have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.
(iii) Any amount due
from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other
amounts due under or in respect of this Agreement or any other Transaction Document.
(q) Independent Nature
of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not joint with
the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer
under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant
hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership,
an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in
concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions
contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as
a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction
Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently
of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making
its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s
investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer
has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the
advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any
other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase
and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and
was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer.
It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between
the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between
and among the Buyers.
[signature pages follow]
[Company Signature Page]
IN WITNESS WHEREOF, each
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
| |
COMPANY: |
| |
|
| |
METEN HOLDING GROUP LTD. |
| |
|
|
| |
By: |
/s/ Siguang Peng |
| |
Name: |
Siguang Peng |
| |
Title: |
Chief Executive Officer |
[Buyer Signature Page]
IN WITNESS WHEREOF, each
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
| Name of Buyer: |
|
| Signature of Authorized Signatory of Buyer: |
|
| Name of Authorized Signatory: |
|
| Title of Authorized Signatory: |
|
| Email Address of Authorized Signatory: |
|
| Facsimile of Authorized Signatory: |
|
| Address for Notice to Buyer: |
|
Address for Delivery of Shares to Buyer (if not same as address for
notice):
Subscription Amount: $_________________ Shares: _________________ EIN
Number: ____________________
☐ Notwithstanding anything contained in
this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this
Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed,
shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day
following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded
by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or
purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed
(as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on
the Closing Date.
Schedule of Buyers
| (1) | |
(2) | |
(3) | | |
(4) | |
| | |
| |
| | |
| |
| Buyer | |
Address | |
Aggregate
Number of
Shares
| | |
Purchase Price
| |
| | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| TOTAL | |
| |
| 33,333,334 | | |
$ | 20,000,000 | |
Schedule 3(g)
Number of Shares: 33,333,334
Offering Price per Share: $0.60
Placement Commission per Share: $0.042
Proceeds to Company per Share (before expenses):
$0.558
Accountable Expenses: $75,000
36
