UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
Commission file number: 001-39109
Fangdd Network Group Ltd.
Room 4106, Building 12B1
Shenzhen Bay Ecological Technology Park
Nanshan District, Shenzhen, 518067
People’s Republic of China
Phone: +86 755 2699 8968
(Address and Telephone Number of Principal Executive
Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
INCORPORATION BY REFERENCE
Exhibits 1.1, 4.6, 4.9, 5.1, 5.2, 8.1, 10.1, 10.2 and 23.2 to this
report on Form 6-K are hereby incorporated by reference into the registration statement of Fangdd Network Group Ltd. on Form F-3
(No. 333-267397) to the extent not superseded by documents or reports subsequently filed.
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Fangdd Network Group Ltd. |
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By: |
/s/ Xi Zeng |
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Name: |
Xi Zeng |
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Title: |
Chief Executive Officer and Chairman of the Board of Directors |
Date: July 18, 2023
Exhibit 1.1
July 17, 2023
Mr. Xi Zeng
Chairman & CEO
Fangdd Network Group Ltd.
Room 4106, Building 12B1, Shenzhen Bay Ecological Technology
Park
Nanshan District, Shenzhen, 518057
People’s Republic of China
Dear Mr. Zeng:
This letter (the “Agreement”)
constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Fangdd
Network Group Ltd., a Cayman Islands exempted company (the “Company”), pursuant to which the Placement Agent shall
serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement
(the “Placement”) of the American Depositary Shares (“ADS”) of the Company, each representing 375
Class A ordinary shares of the Company, par value $0.0000001 per share (“Ordinary Shares”), and warrants (“ADS
Warrants”) to purchase ADS of the Company (the ADS underlying the ADS Warrants, the “Warrant Shares”). The
ADS, the Warrants, and the Warrant Shares are collectively referred to as the “Securities”. The terms of the Placement
and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively,
the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind
the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the
documents executed and delivered by the Company and the Purchasers in connection with the Placement, including but not limited to the
Purchase Agreement (as defined below), the Form of ADS Warrant, and the Lock-Up Agreements shall be collectively referred to herein
as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein as the “Closing
Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the
Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent’s
with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers to act
as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities to any Purchaser will be
evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser in a
form reasonably acceptable to the Company and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available
to answer inquiries from prospective Purchasers.
SECTION 1.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.
A. Representations of
the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made
by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made
to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:
1.
Registration Statement. The Company has prepared and filed with the Commission a registration statement on Form F-3
(Registration No. 333-267397), and amendments thereto, for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) became effective
on September 29, 2022. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is
hereinafter called the “Registration Statement”. At the time of such filing, the Company met the requirements of Form F-3
under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities
Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act,
and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement
to the form of prospectus included in such Registration Statement relating to the placement of the Securities and the plan of distribution
thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be
set forth therein. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base
Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to
Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.”
Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall each be deemed to
refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item
6 of Form F-3 which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus
or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed
to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base
Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included,” “described,”
“referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus
Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and
other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus
Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus
or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's
knowledge, is threatened by the Commission.
2. The Registration Statement
(and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented,
if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Registration Statement, Base Prospectus and the Prospectus Supplement,
each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and
Regulations. Each of the Registration Statement, the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not
and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents,
when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable
Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a
material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated
by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading;
and any further documents so filed and incorporated by reference in the Registration Statement, the Base Prospectus, or Prospectus Supplement,
when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the
applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission.
There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have
not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no
contracts or other documents required to be described in the Registration Statement, the Base Prospectus, or Prospectus Supplement, or
to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will
not be filed within the requisite time period.
3. The Company is eligible
to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free
writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be,
filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the
requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without
the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.
4. There are no affiliations
with any FINRA member firm among the Company's officers, directors or, to the knowledge of the Company, any ten percent (10.0%) or greater
shareholder of the Company, except as set forth in the Registration Statement and SEC Reports.
5. The Company has consulted
with counsel and conducted its own due diligence, and understands that Sabby Management LLC (“Sabby”), one of the potential
investors to be introduced by the Placement Agent to participate in the Placement, and Sabby’s managing partner, Hal D. Mintz, were
charged by the SEC with fraud in connection with an alleged abusive naked short selling scheme from at least March 2017 through May 2019
in Securities and Exchange Commission v. Hal D. Mintz and Sabby Management LLC, No. 2:23-cv-03201 (D. N.J.) (the “Complaint”).
As alleged in the Complaint, Sabby engaged in illegal "naked short selling" by intentionally and improperly placing short sales
when they knew or were reckless in not knowing that they had not borrowed or located the shares, and then failed to make timely delivery
of the shares. According to the Complaint, the purpose of Sabby and Mintz's fraudulent scheme was to earn profits they could not have
gained through legal trading. The Company, being aware of the matters and legal issues described in above, acknowledges and agrees that
such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and the Placement
and covenants and agrees it will not use any such information or legal theory as a defense to performance of its obligations under the
Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.
B. Covenants of the
Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of
the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies
of the Registration Statement (without exhibits), the Registration Statement, the Base Prospectus, and the Prospectus Supplement, as amended
or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its
directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection
with the offering and sale of the Securities pursuant to the Placement other than the Registration Statement, the Base Prospectus, the
Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted
by the Securities Act.
SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is
registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the States applicable
to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly existing under the
laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement.
The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants
that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and
the requirements of applicable law.
SECTION 3. COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its designees the following
compensation with respect to the Securities which the Placement Agent is placing:
A. A cash fee (the “Cash
Fee”) equal to an aggregate of eight percent (8.0%) of the aggregate gross proceeds raised in the Placement, including any over-allotment
subscription. The Cash Fee shall be paid at the Closing of the Placement.
B. Subject to compliance with
FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent up to $50,000 for the reasonable and accounted
fees and expenses of legal counsel. The Company will reimburse Placement Agent directly out of the Closing of the Placement.
C. The Placement Agent reserves
the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall
be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms
thereof require adjustment.
SECTION 4. INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.
SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement,
and (ii) one month from June 30, 2023, the date of the Company’s Engagement Letter with the Placement Agent (such date,
the “Termination Date”). Following either (i) the occurrence of the closing of the Placement or (ii) in the
event that the Company elects to terminate the Placement Agent’s engagement hereunder for any reason even though the Placement Agent
was prepared to proceed with the Placement (other than for Cause), then the Company will pay the Placement Agent upon the closing of such
financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of Agreement,
shall mean, as determined by a court of competent jurisdiction, Placement Agent’s gross negligence, willful misconduct, or a material
breach of the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business
days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning
confidentiality, indemnification, contribution, and the Company’s obligations to pay fees and reimburse expenses contained herein
and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of the Agreement,
other than for Cause and the termination referenced under Section 6 hereunder. The Placement Agent agrees not to use any confidential
information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under
the Agreement.
SECTION 6. PLACEMENT
AGENT INFORMATION. Notwithstanding anything herein to the contrary, if in the course of the Placement Agent’s performance of
due diligence, the Placement Agent deems it necessary to terminate this Agreement, the Placement Agent may do so at any time (but in no
event after the Company has authorized the Placement Agent to bring the investors cross the wall) upon immediate written notice. For the
avoidance of doubt, if the Placement Agent terminates this Agreement under this section, the Placement Agent shall not be entitled to
any compensation set forth under Section 3(a), the right under Section 5 or any right of first refusal under Section 9
herein. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the
confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not
disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.
SECTION 7. NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or
entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and
agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities
to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement
Agent hereunder, all of which are hereby expressly waived.
SECTION 8. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries contained herein and in
the Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant to the
provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of the following
additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent.
A. No stop order suspending
the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or
threatened by the Commission, and any request for additional information on the part of the Commission (to be included in the Registration
Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of
the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall have been timely filed with
the Commission.
B. The Placement Agent shall
not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Base Prospectus,
the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel
for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to
be stated therein or is necessary to make the statements therein not misleading.
C. All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities,
the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement and
the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and
the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass
upon such matters.
D. The Placement Agent shall
have completed its due diligence investigation of the Company to the satisfaction of the Placement Agent and its counsel.
E. The Placement Agent
shall have received from outside counsels to the Company such counsels’ written opinions, addressed to the Placement Agent and
the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. The
Placement Agent shall also have received from outside counsel a negative assurance letter.
F. On the Closing Date, the
Placement Agent shall have received a “comfort” letter from Audit Alliance LLP addressed to the Placement Agent and in form
and substance satisfactory in all respects to the Placement Agent and Placement Agent’s counsel.
G. On the Closing Date, Placement
Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing,
to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company
contained herein and in the Purchase Agreement were and are accurate in all material respects, except for such changes as are contemplated
by this Agreement and except as to representations and warranties that were expressly limited to a state of facts existing at a time prior
to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior
thereto have been fully performed in all material respects.
H. On the Closing Date, Placement
Agent shall have received a certificate of an Officer of the Company, dated, as applicable, as of the date of such Closing, certifying
to, among others, the organizational documents and board resolutions relating to the Placement of the Securities from the Company.
I. On the Closing Date, Placement
Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing,
certifying to, among others, certain regulatory matters and certain matters.
J. On the Closing Date, Placement
Agent shall have received a certificate of the Financial Controller of the Company, dated, as applicable, as of the date of such Closing,
certifying to, among others, financial information.
K. On the Closing Date, Placement
Agent shall have received a certificate of the Chief Executive Officer and Financial Controller of the Company, dated, as applicable,
as of the date of such Closing, certifying to, the Company’s eligibility to use the Registration Statement.
L. Lock-Up Agreements. On or
before the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered to the Placement Agent,
lock-up agreements from the persons set forth on Exhibit A hereto, dated as of the date hereof, in the form set forth on Exhibit B
hereto.
M. Neither the Company nor any
of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or incorporated by
reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with its business
from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus
and the Prospectus Supplement, or (ii) since such date there shall not have been any change in the capital stock or long-term debt
of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders' equity, results of operations or prospects of the Company and its Subsidiaries,
otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, the effect
of which, in any such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse as
to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated
by the Registration Statement, the Base Prospectus, and Prospectus Supplement.
N. The Company’s ADS,
each representing 375 Ordinary Shares, are registered under the Exchange Act and, as of the Closing Date, the Company has submitted the
notification of listing of additional shares including ADS and the Warrant Shares to the Trading Market or other U.S. applicable national
exchange and has not received any information indicating that the such listing of the ADS and the Warrant Shares will be rejected and
satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action designed
to, or likely to have the effect of terminating the registration of the ADS under the Exchange Act or delisting or suspending from trading
the ADS or the Warrant Shares from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information
suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration
or listing.
O. No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would,
as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely
affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or
state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities
or materially and adversely affect or potentially and adversely affect the business or operations of the Company.
P. The Company shall have prepared
and filed with the Commission a Report of Foreign Private Issuer on Form 6-K with respect to the Placement, including as an exhibit
thereto this Agreement.
K. The Company shall have entered
into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect and shall contain representations,
warranties and covenants of the Company as agreed between the Company and the Purchasers.
R. FINRA shall have raised no
objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested
by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA
Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection
therewith.
S. On or prior to the Closing
Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain Maples Group as its transfer
agent and registrar or another transfer agent and registrar that is registered with the Commission under Section 17A(c) of the
Securities Exchange Act of 1934, as amended, and authorized, experienced and able to provide such services.
T. On or prior to the Closing
Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain, at its expense, Audit Alliance
LLP as its independent registered accountants or another independent registered accounting firm that is a PCAOB registered auditor authorized,
experienced and able to provide such services, and shall cause such independent registered accounting firm to audit the Company’s
annual financial statements and to review the Company’s interim financial statements during such period.
U. Prior to the Closing Date,
the Company shall have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent may
reasonably request.
If any of the conditions specified
in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions,
written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this Section 8 shall
not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel, all obligations of
the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation of the Closing. Notice
of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in
writing.
SECTION 9. [RESERVED]
SECTION 10. GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements
made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent
of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors
and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct
in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or
into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for
itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof
via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding
to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the
other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.
SECTION 11. ENTIRE
AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof, except the
Engagement Letter. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination
will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.
This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by the Placement Agent and
the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and
delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
SECTION 12. CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except
as required by applicable law or stock exchange requirement, regulation or legal process), without the Company’s prior written consent,
disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than in connection
with the Placement. The Placement Agent further agrees to disclose the Confidential Information only to its Representatives (as such term
is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informed by the Placement
Agent of the confidential nature of the Confidential Information. The term “Confidential Information” shall mean, all
confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by the Company to
a Placement Agent or its Representatives in connection with such Placement Agent’s evaluation of the Placement. Information communicated
orally or otherwise than in writing, shall only be considered Confidential Information if such information is designated as being confidential
at the time of disclosure (or promptly thereafter) and is reduced in writing and identified to the Placement Agent as being Confidential
Information immediately after the initial disclosure. The term “Confidential Information” will not, however, include
information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement Agent or its Representatives
in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives on a non-confidential
basis from a third-party, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure by the Company or
any of its Representatives, (iv) is or has been independently developed by a Placement Agent and/or the Representatives without use
of any Confidential Information furnished to it by the Company, or (v) is required to be disclosed pursuant to applicable legal or
regulatory authority. The term “Representatives” shall mean each Placement Agent’s directors, board committees, officers,
employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date
that the Confidential Information ceases to be confidential and (b) two (2) years from the date hereof.
SECTION 13. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email
address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the
next business day after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached
hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business
day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature
pages hereto.
SECTION 14. PRESS
ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the
Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website
and to place advertisements in financial and other newspapers and journals, in each case at its own expense.
[The remainder of this page has been intentionally
left blank.]
Please confirm that the foregoing
correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.
| |
Very truly yours, |
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|
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MAXIM GROUP LLC |
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Address for notice: |
| |
300 Park Ave, 16th Floor |
| |
New York, NY 10022 |
| |
Attention: James Siegel, General Counsel |
| |
Email: |
Accepted and Agreed to as of
the date first written above:
| FANGDD NETWORK GROUP LTD. |
|
| |
|
|
| By: |
|
|
| |
Name: |
|
| |
Title: |
|
Room 4106, Building 12B1, Shenzhen Bay Ecological Technology
Park
Nanshan District, Shenzhen, 518057
People’s Republic of China
Tel: +86 755 2699 8968
Attn: Xi Zeng
Email:
[Signature Page to Placement Agency Agreement
Between
Fangdd
Network Group Ltd., and Maxim Group LLC]
ADDENDUM A
INDEMNIFICATION PROVISIONS
In connection with the engagement
of Maxim Group LLC (the “Lead Manager”) by Fangdd Network Group Ltd., a Cayman Islands exempt company (the “Company”)
pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Lead Manager, as it may be amended from
time to time in writing (the “Agreement”), the Company hereby agrees as follows:
1. To the extent permitted
by law, the Company will indemnify the Lead Manager and each of its affiliates, directors, officers, employees and controlling persons
(within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of
1934, as amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees
and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to
the Lead Manager, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in
a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Lead Manager’s willful
misconduct or gross negligence in performing the services described herein, as the case may be.
2. Promptly after receipt
by the Lead Manager of notice of any claim or the commencement of any action or proceeding with respect to which the Lead Manager is entitled
to indemnity hereunder, the Lead Manager will notify the Company in writing of such claim or of the commencement of such action or proceeding,
and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Lead Manager
and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Lead Manager will be entitled to employ
counsel separate from counsel for the Company and from any other party in such action if counsel for the Lead Manager reasonably determines
that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the
Company and the Lead Manager. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid
by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle
any such claim, action or proceeding without the prior written consent of the Lead Manager, which will not be unreasonably withheld.
3. The Company agrees to notify
the Lead Manager promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding
relating to a transaction contemplated by the Agreement.
4. If for any reason the foregoing
indemnity is unavailable to the Lead Manager or insufficient to hold the Lead Manager harmless, then the Company shall contribute to the
amount paid or payable by the Lead Manager, as the case may be, as a result of such losses, claims, damages or liabilities in such proportion
as is appropriate to reflect not only the relative benefits received by the Company on the one hand, and the Lead Manager on the other,
but also the relative fault of the Company on the one hand and the Lead Manager on the other that resulted in such losses, claims, damages
or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims,
damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation,
proceeding or other action or claim. Notwithstanding the provisions hereof, the Lead Manager’s share of the liability hereunder
shall not be in excess of the amount of fees actually received, or to be received, by the Lead Manager under the Agreement (excluding
any amounts received as reimbursement of expenses incurred by the Lead Manager).
5. These Indemnification Provisions
shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the
termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party
under the Agreement or otherwise.
[The remainder of this page has been intentionally
left blank.]
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Very truly yours, |
| |
|
| |
MAXIM GROUP LLC |
| |
Address for notice: |
| |
300 Park Ave, 16th Floor |
| |
New York, NY 10022 |
| |
Attention: James Siegel, General Counsel |
| |
Email: |
Accepted and Agreed to as of
the date first written above:
| FANGDD NETWORK GROUP LTD. |
|
| |
|
|
| By: |
|
|
| |
Name: |
|
| |
Title: |
|
Room 602, Unit B4, Kexing Science Park
15 Keyuan Road, Technology Park
Nanshan District, Shenzhen, 518057
People’s Republic of China
Tel: +86 755 2699 8968
Attn: Xi Zeng
Email:
[Signature Page to Indemnification Provisions
Pursuant to Placement Agency Agreement
between
Fangdd Network Group Ltd. and Maxim Group LLC]
Exhibit A
Lock-Up Parties
Directors and Officers
| Xi Zeng, Co-Founder, Chief Executive Officer and Chairman |
| Jiaorong Pan, Chief Operating Officer and Director |
| Li Xiao, Vice President and Director |
| Yi Duan, Co-Founder and Director |
| Yang Li, Independent Director |
| Senlin Peng, Independent Director |
| Zhen Xie, Independent Director |
| Shuiying Chen, Financial Controller |
Affiliates
Exhibit B
Form of Lock-Up Agreement
July [_], 2023
Maxim Group LLC
300 Park Ave, 16th Floor,
New York, NY 10022
Re: Placement of Fangdd Network Group Ltd.
Ladies and Gentlemen:
The undersigned, a holder of securities of Fangdd Network Group Ltd.,
a Cayman Islands exempt company (the “Company”), understands that you are the placement agent (the “Placement
Agent”) named in the letter agreement dated July [ ], 2023 (the “Placement Agreement”) between the Placement
Agent and the Company, providing for the placement (the “Placement”) of ADS and Warrants (collectively, the “Securities”)
pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and
Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set
forth for them in the Placement Agreement.
In consideration of the Placement Agent’s agreement to proceed
with the Placement of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned
hereby agrees, for the benefit of the Company and the Placement Agent that, without the prior written consent of the Placement Agent,
the undersigned will not, during the period specified in the following paragraph (the “Lock-Up Period”), directly or
indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, convert, exercise,
exchange, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or
transfer (each a “Transfer”) any Relevant Security (as defined below) or otherwise publicly disclose the intention
to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent
position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”)
and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other
transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security,
whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration,
or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant Security” means any ADS,
warrant to purchase ADS or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable
for, ADS or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date set
forth on the front cover of the final prospectus used in connection with the Placement of the Securities (the “Effective Date”)
or acquired by the undersigned during the Lock-Up Period.
The Lock-Up Period will commence on the date of this Lock-up Agreement
and continue and include the date that is hundred and twenty (120) days after the closing of the Placement.
In addition, the undersigned further agrees that, without the prior
written consent of the Placement Agent, during the Lock-Up Period the undersigned will not: (i) file or participate in the filing
with the SEC of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other
disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security, or (ii) exercise any rights
the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security.
In furtherance of the undersigned’s obligations hereunder, the
undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline
to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which
the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant
Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the
record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register
and other records relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.
Notwithstanding the foregoing, the undersigned may transfer the undersigned’s
Relevant Securities:
| |
(i) |
as a bona fide gift or gifts, |
| |
(ii) |
to any trust for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned, |
| |
(iii) |
if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement, |
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(iv) |
if the undersigned is a trust, to the beneficiary of such trust, |
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(v) |
by testate or intestate succession ,or |
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(vi) |
by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, |
provided, in the case of clauses (i)-(vi), that (A) such
transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Placement Agent and the Company
to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a) of
the Exchange Act and no such filing is voluntarily made.
For purposes of this Lock-Up Agreement, “immediate family”
shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if the undersigned
is not a natural person) and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its
terms. Upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations
of the undersigned shall be binding upon the successors and assigns of the undersigned from the date of this Lock-Up Agreement.
The undersigned understands that if the Placement Agreement (other
than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities
to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.
The undersigned, whether or not participating in the Placement, understands
that the Placement Agent is proceeding with the Placement in reliance upon this Lock-Up Agreement.
This Lock-Up Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of laws principles thereof. Delivery of a signed copy of this Lock-Up
Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.
| Very truly yours, |
| |
|
Signature: _________________________________________
|
| Name (printed): _____________________________________ |
| Title (if applicable): __________________________________ |
| Entity (if applicable): _________________________________ |
Exhibit 4.6
EXHIBIT A
WARRANT TO PURCHASE
AMERICAN DEPOSITARY SHARES
fangdd
network group ltd.
| Warrant ADSs: ______ | Original
Issuance Date: July __, 2023 |
THIS WARRANT TO PURCHASE AMERICAN
DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the earlier of the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)
on the date that is the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter,
to subscribe for and purchase from Fangdd Network Group Ltd., a Cayman Islands company (the “Company”), up to ______
American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The
purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated July __, 2023, among the Company and the purchasers signatory thereto.
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company or the Warrant Agent (as defined below)
of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder
shall deliver to the Warrant Agent the aggregate Exercise Price for the Warrant ADSs thereby purchased and specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified
in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company or the Warrant Agent
until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company or the Warrant Agent for cancellation as soon as reasonably practicable of the
date on which the final Notice of Exercise is delivered to the Company or the Warrant Agent. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering the outstanding number
of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and the Company
or the Warrant Agent shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a
portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.
b) Exercise
Price. Subject to Section 2(c) hereof, the exercise price per ADS under this Warrant shall be $_____1,
subject to adjustment hereunder, provided, however, effective on the 45th Trading Day following the date of the
Purchase Agreement (the “Measurement Date” and such 45 Trading Day period, the “Measurement Period”),
the Exercise Price shall be equal to the lesser of (i) the Exercise Price applicable immediately prior to the Measurement Date and
(ii) the greater of (A) 110% of the 5 lowest VWAPs during the Measurement Period and (B) $0.20, subject to adjustment for
reverse and forward stock splits and change in the number of Ordinary Shares represented by each ADS and the like following the Original
Issuance Date (such lower price, the “Exercise Price”) and the number of Warrant ADSs issuable hereunder shall be increased
such that the Aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal
to the Aggregate Exercise Price prior to such adjustment. Notwithstanding anything herein to the contrary, on the 15th and
30th Trading Days during the Measurement Period, the Holder shall have the right to exercise this Warrant using the average
of the lowest 5 VWAPs during the Measurement Period up to such date provided that at the end of the Measurement Period, on the Measurement
Date, any portion of this Warrant exercised during the Measurement Period shall be further adjusted and subject to a full “true-up”
on exercised Warrants to the final adjusted Exercise Price and number of Warrant ADSs. “Aggregate Exercise Price” shall
mean the Exercise Price on the date in question multiplied by the number of Warrant ADSs then issuable upon exercise in full of the Warrant
(ignoring for such purposes any limitations set forth hereunder); provided, however, the Aggregate Exercise Price for such
purposes shall be highest Aggregate Exercise Price before any voluntary or involuntary reduction by the Company unless such reduction
shall have resulted in a full economic benefit to the Holder from the adjustment provisions of this Warrant.
c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering with a current prospectus available
for the sale of the Warrant ADSs to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of
a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant ADSs equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:
1 110% of the
Per ADS Purchase Price.
(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is
(1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the
option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise
or (z) the Bid Price of the ADSs on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as
of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after
the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on
the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both
executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading
Day;
(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and
(X) = the
number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.
If
Warrant ADSs are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of
the Securities Act, the Warrant ADSs shall take on the registered characteristics of this Warrant. The Company agrees not to take any
position contrary to this Section 2(c).
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or
quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on
which the ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to
4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for
trading on OTCQB or OTCQX and if prices for the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the ADSs so reported, or (d) in all other cases, the
fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADS are then listed or quoted
on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or OTCQX Best Market (“OTCQX”)
is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported
in the Pink Open Market (“Pink Market”) operated by OTC Markets, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market
value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
i. Delivery
of Warrant ADSs Upon Exercise. On or prior to the Original Issuance Date the Company shall have deposited, in connection with the
Purchase Agreement and all the Warrants issued thereunder (including this Warrant), a sufficient number of Ordinary Shares to be represented
by at least an aggregate of 5,000,000 ADSs with the Hongkong and Shanghai Banking Corporation Limited in Hong Kong (the “Custodian”),
as Custodain for The Bank of New York Mellon, the Depositary for the ADSs (the “Depositary”) along with irrevocable
delivery instructions to the Depositary to deliver the Warrant ADSs issuable hereunder to the account of the Holder upon exercise of this
Warrant by the Holder to the Company. By the date that is the later of (y) the earliest of (i) two (2) Trading Days after
the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period
after the delivery to the Company of the Notice of Exercise and (z) one (1) Trading Day after delivery of the aggregate Exercise
Price to the Company (such date, the “Warrant ADS Delivery Date”), the Company shall cause the Depositary to credit
the Holder’s or its designee’s balance account with The Depositary Trust Company by Delivery Order. Upon delivery of the Notice
of Exercise, the Holder shall be deemed for the purposes of Regulation SHO to have become the holder of record of the Warrant ADSs with
respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the
aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading
Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise.
If the Company fails to cause the Depositary to deliver, for any reason, to the Holder the Warrant ADSs subject to a Notice of Exercise
by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000
of Warrant ADSs subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10
per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading
Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall (or shall direct the Warrant Agent
to), at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant ADSs, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by
the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise in respect of the untransmitted Warrant ADSs
(with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored) and the Company
shall return to the Holder the aggregate Exercise Price paid to the Company for such Warrant ADSs.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if the
Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfaction
of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number
of Warrant ADSs that the Company failed to deliver to the Holder in connection with the exercise at issue by (2) the price at which
the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion
of the Warrant in respect of the equivalent number of Warrant ADSs for which such exercise was not honored and return any amount received
by the Company in respect of the Exercise Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs
upon exercise of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Warrant ADSs. No fractional Warrant ADSs or Warrant ADSs shall be issued upon the exercise of this Warrant. As
to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole ADS; provided, however the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding
results in the issue price being lower than the par value of the ADS.
vi. Charges,
Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant
ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Depositary
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic issuance and delivery of the Warrant ADSs. The Company shall
pay all applicable fees and expenses of the Depositary in connection with the issuance of the Warrants ADSs hereunder.
vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof; provided, however, that the foregoing shall not be deemed or construed to limit any rights of the Depositary
under the terms and provisions of the deposit agreement among, inter alia, the Company and the Depositary.
e) Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this
Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the
extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together
with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates
(such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of Ordinary Shares underlying such Warrant ADSs issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant ADSs which
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any
of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be
in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may
rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent annual report on Form 20-F,
Report on Form 6-K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement
by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares
outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and
in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial
Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance
of the Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial
Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to
correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.
Section 3. Certain
Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes
a distribution or distributions on shares of its ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in
ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares or ADSs issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of Ordinary Shares or ADSs, as applicable,
including any change to the ratio of Ordinary Shares to ADSs, (iii) combines (including by way of reverse share split) outstanding
ADSs or Ordinary Shares into a smaller number of Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of ADSs,
Ordinary Shares or any shares of capital stock of the Company (clauses (i) through (iv), an “ADS Adjustment”),
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs, outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification. Additionally, upon the
occurrence of any ADS Adjustment at any time within the period from the Original Issuance Date until the date that is the 12-month anniversary
of the Original Issuance Date, the Exercise Price of this Warrant shall be reduced, and only reduced (if not reduced, there shall be no
adjustment to the Exercise Price), to equal the average of the 5 VWAPs immediately following the ADS Adjustment and the number of Warrant
ADSs issuable hereunder shall be increased such that the Aggregate Exercise Price payable hereunder, after taking into account the decrease
in the Exercise Price, shall be equal to the Aggregate Exercise Price prior to such adjustment.
b) Subsequent
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time within the period from the Original Issuance Date
until the date that is the 12-month anniversary of the Original Issuance Date while this Warrant is outstanding, shall sell, enter into
an agreement to sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any ADSs, Ordinary Shares, Ordinary Share Equivalents or ADS equivalents,
at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price”
and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the securities
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to
receive shares of ADSs (or Ordinary Shares) at an effective price per share that is less than the Exercise Price, such issuance shall
be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously
with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced
to equal the Base Share Price and the number of Warrant ADSs issuable hereunder shall be increased such that the Aggregate Exercise Price
payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price prior
to such adjustment. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect
of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed
issuance of any securities subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price,
exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes
of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence
of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant ADSs based upon the Base Share Price regardless of whether
the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction,
the Company shall be deemed to have issued securities at the lowest possible price, conversion price or exercise price at which such securities
may be issued, converted or exercised.
c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any ADS or Ordinary Share Equivalents or rights to purchase ADSs, Ordinary Shares, warrants, securities or other property pro
rata to the record holders of any class of ADSs (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of ADSs are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall
not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such ADSs as a result of such Purchase
Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of ADSs acquirable upon complete exercise of this Warrant
(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares or ADSs are to be determined for the participation in such Distribution (provided, however, that, to
the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any Ordinary Shares or ADSs as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).
e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including any Ordinary Shares underlying
the ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the common equity of the Company (including any
Ordinary Shares underlying the ADSs), (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or
more of the outstanding Ordinary Shares (including any Ordinary Shares underlying the ADSs) or 50% or more of the voting power of the
common equity of the Company (each a “Fundamental Transaction”), occurs or is consummated, then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant ADS represented by each Warrant ADSs that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder
(without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of capital stock of
the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of
Warrant ADSs represented by the Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one ADS (including any Ordinary Shares underlying the ADSs), in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise
of this Warrant following such Fundamental Transaction.
Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,
at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the
Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this
Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the
remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however,
that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of
Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of
consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being
offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that
consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice
to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further,
that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such
holders of Ordinary Shares will be deemed to have received common stock of the Successor Entity (which Entity may be the Company
following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of
this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as
of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of
the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater
of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses
(1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading
Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying
price per ADS used in such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately
preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable
Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this
Section 3(e) and (D) a remaining option time equal to the time between the date of the public announcement of the
applicable contemplated Fundamental Transaction and the Termination Date [and (E) a zero cost of borrow. The payment of the
Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of
(i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other
Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and
substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a
corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of
capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is
reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of
such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the
“Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and
severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and
power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company
prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor
Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder
shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has
sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction
occurs prior to the Initial Exercise Date.The Company shall cause any successor entity in a Fundamental Transaction in which the
Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company
under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant, a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the Warrant ADSs underlying the Warrant ADSs acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares
underlying the Warrant ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of
shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the
Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term
“Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,
each amd every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer
instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or
Successor Entities, jointly and severally with the omapny, may exercise every right and power of the Company prior thereto and the
Successor Enity or Successor Entites shall assume all of the obligations of the Company prior thereto under this Warrant and the
other Transaction Documents with the same effect as if the Company and such Successor Entity oe Successor Entites, jointly and
severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the
provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized shares of Common
Stock for the issuance of Warrant ADSs and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise
Date.
f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For
purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum
of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued and outstanding.
g) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares
or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall
be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is
a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder
at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the
Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Ordinary Shares (including Warrant ADSs underlying Warrant ADSs)
of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled
to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.
Section 4. Transfer
of Warrant.
a) Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of
the Company or the Warrant Agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon
such surrender and, if required, such payment, the Company shall execute and deliver (or cause the Warrant Agent to deliver) a new Warrant
or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company or the Warrant Agent unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company or the Warrant Agent within three (3) Trading Days of the date on which the Holder delivers
an assignment form to the Company or the Warrant Agent assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant ADSs without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company
or the Warrant Agent, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney (along with a medallion signature guarantee if requested by the Company or the Warrant Agent).
Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall
execute and deliver (or shall cause the Warrant Agent to deliver) a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise
Date and shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.
c) Warrant
Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may
deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.
Section 5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant ADSs on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in
no event shall the Company be required to net cash settle an exercise of this Warrant.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company or the Warrant Agent of evidence
reasonably satisfactory to each of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the
Warrant ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver (or cause the Warrant Agent to deliver)
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
d) Authorized
Shares.
The Company covenants
that, during the period the Warrant is outstanding, its directors will have authority to allot a sufficient number of shares to provide
for the issuance of the Warrant ADSs and the underlying Ordinary Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty
of issuing the Warrant ADSs needed for the Depositary to issue the necessary Warrant ADSs upon the exercise of the purchase rights under
this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant ADSs and Warrant ADSs and
the underlying Ordinary Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the applicable Trading Market upon which the ADSs and Ordinary Shares may be listed. The Company covenants that all Warrant ADSs and
the underlying Ordinary Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than any transfer restrictions and taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant ADSs and the underlying Ordinary Shares upon the exercise of this Warrant and (iii) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e) Governing
Law and Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be
determined in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof,
and the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize
cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any ADSs or Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Depositary.
For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Depositary’s rights and obligations with
respect to the Company and the ADSs (including the Warrant ADSs) shall be as set forth in, and subject to, the terms and provisions of
the deposit agreement among, inter alia, the Company and the Depositary and in no event shall this Warrant be deemed or construed
to impose any additional obligations or liabilities on the Depositary.
l) Warrant
Agent. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Warrant Agent’s rights, immunities,
liabilities, duties or obligations shall be as set forth in, and subject to, the terms and provisions of that certain Warrant Agency Agreement
between the Company and Computershare Inc. and Computershare Trust Company, N.A. (together, the “Warrant Agent”), dated
on or about the Issue Date, and in no event shall this Warrant be deemed or construed to impose any additional obligations or liabilities
on the Warrant Agent.
m) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant ADSs.
n) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, the Holder and the Warrant
Agent.
o) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
p) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| | FANGDD NETWORK GROUP LTD. |
| | |
| | By: |
|
| | |
Name: |
| | |
Title: |
NOTICE OF EXERCISE
To: FANGDD
NETWORK GROUP LTD.
(1) The
undersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
¨ in lawful money of the United States;
or
¨ if permitted, the cancellation of
such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with
respect to the maximum number of Warrant ADSs purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please
register issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:
DTC Participant name and number: ________________________
Contact of DTC Participant: _______________________
Telephone Number of Participant Contact:
_____________________
The Warrant ADSs shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing
Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this
form and supply required information. Do not use this form to purchase Warrant ADSs.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to
| Name: |
| |
| |
| (Please Print) |
| |
| |
| Address: |
| |
| |
| (Please Print) |
| |
| |
| Phone Number: |
| |
| |
| |
| Email Address: |
| |
| |
| |
| Dated: _______________ __, ______ |
| |
| |
| |
| Holder’s Signature:_____________________________________ |
| |
| |
| |
| Holder’s Address:______________________________________ |
| |
Exhibit 4.9
EXHIBIT B
RESET
WARRANT TO PURCHASE
AMERICAN DEPOSITARY SHARES
fangdd
network group ltd.
| Warrant ADSs: ______1 |
Original Issuance Date: July __, 2023 |
THIS
RESET WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________
or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the earlier of the date hereof (the “Initial Exercise Date”) and on
or prior to 5:00 p.m. (New York City time) on the date that is the six month anniversary of the Initial Exercise Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Fangdd Network Group Ltd., a Cayman Islands company (the “Company”),
up to ______2 American Depositary Shares (“ADSs”),
as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated July __, 2023, among the Company and the purchasers signatory thereto.
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company or the Warrant Agent (as defined below)
of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder
shall deliver to the Warrant Agent the aggregate Exercise Price for the Warrant ADSs thereby purchased and specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified
in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company or the Warrant Agent
until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company or the Warrant Agent for cancellation as soon as reasonably practicable of the
date on which the final Notice of Exercise is delivered to the Company or the Warrant Agent. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering the outstanding number
of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and the Company
or the Warrant Agent shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a
portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.
1 a number of
ADSs equal to the difference between (A) the quotient obtained by dividing such Holder’s Subscription Amount by $0.20 and (B) the
number of ADSs issued to such Holder at the Closing.
2
a number of ADSs equal to the difference between (A) the quotient obtained by
dividing such Purchaser’s Subscription Amount by $0.20 and (B) the number of ADSs issued to such Purchaser at the Closing.
b) Exercise
Price. Subject to Section 2(c) hereof, the exercise price per ADS under this Warrant shall be $_____3,
subject to adjustment hereunder.
c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering with a current prospectus available
for the sale of the Warrant ADSs to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of
a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant ADSs equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:
(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is
(1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the
option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise
or (z) the Bid Price of the ADSs on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as
of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after
the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on
the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both
executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading
Day;
3
110% of the Per ADS Purchase Price.
(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and
(X) = the
number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.
If
Warrant ADSs are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of
the Securities Act, the Warrant ADSs shall take on the registered characteristics of this Warrant. The Company agrees not to take any
position contrary to this Section 2(c).
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or
quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on
which the ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to
4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for
trading on OTCQB or OTCQX and if prices for the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the ADSs so reported, or (d) in all other cases, the
fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADS are then listed or quoted
on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or OTCQX Best Market
(“OTCQX”) is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearest preceding
date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices
for the ADSs are then reported in the Pink Open Market (“Pink Market”) operated by OTC Markets, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases,
the fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
d) Alternative
Cashless Exercise. On the 45th Trading Day following the date of the Purchase Agreement (the “Measurement Date”
and such 45 Trading Day period, the “Measurement Period”), the Holder shall have the right, in lieu of a cash exercise
pursuant to clauses (a) and (b) above or a cashless exercise pursuant ot clause (c) above, to cashlessly exercise this
Warrant into a number of Warrant ADSs equal to the difference (which shall not be less than zero) between (i) the quotient obtained
by dividing (A) the Holder’s Subscription Amount by (B) the greater of (1) the average of the 5 lowest VWAPs during
the Measurement Period and (2) $0.20, subject to adjustment for reverse and forward stock splits and change in the number of Ordinary
Shares represented by each ADS and the like following the Original Issuance Date, and (ii) the ADSs issued to the Holder pursuant
to the Purchase Agreement and on Interim Measurement Dates (as defined below), if any. Notwithstanding anything herein to the contrary,
on the 15th and 30th Trading Days during the Measurement Period (“Interim Measurement Dates”),
the Holder shall have the right to exercise this Warrant pursuant to this clause (d) using the average of the lowest 5 VWAPs during
the Measurement Period up to such date provided that at the end of the Measurement Period, on the Measurement Date, any portion of this
Warrant exercised on an Interim Measurement Date shall be further exercised via a “true-up” on the Measurement Date to the
final number of Warrant ADSs that would have been issued if this Warrant had been exercised in full on the Measurement Date. Notwithstanding
anything here to the contrary, in the event that an issuance pursuant to this clause (d) would otherwise cause the holder to exceed
the Beneficial Ownership Limitation, the Holder shall continue to hold this Warrant as a prepaid warrant as to the applicable Warrant
ADSs until such Holder can exercise this Warrant in full without exceeding the Beneficial Ownership Limitation. Upon the issuance of all
of the Warrant ADSs pursuant to this clause (d) in full no later than two (2) Trading Days after the Measurement Date (which
issuances can be linked to such Holder’s full Subscription Amount), this Warrant shall have been exercised in full.
e) Mechanics of Exercise.
i. Delivery
of Warrant ADSs Upon Exercise. On or prior to the Original Issuance Date the Company shall have deposited, in connection with the
Purchase Agreement and all the Warrants issued thereunder (including this Warrant), a sufficient number of Ordinary Shares to be represented
by at least an aggregate of 5,000,000 ADSs with the Hongkong and Shanghai Banking Corporation Limited in Hong Kong (the “Custodian”),
as Custodian for The Bank of New York Mellon, the Depositary for the ADSs (the “Depositary”) along with irrevocable
delivery instructions to the Depositary to deliver the Warrant ADSs issuable hereunder to the account of the Holder upon exercise of this
Warrant by the Holder to the Company. By the date that is the later of (y) the earliest of (i) two (2) Trading Days after
the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period
after the delivery to the Company of the Notice of Exercise and (z) one (1) Trading Day after delivery of the aggregate Exercise
Price to the Company (such date, the “Warrant ADS Delivery Date”), the Company shall cause the Depositary to credit
the Holder’s or its designee’s balance account with The Depositary Trust Company by Delivery Order. Upon delivery of the Notice
of Exercise, the Holder shall be deemed for the purposes of Regulation SHO to have become the holder of record of the Warrant ADSs with
respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the
aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading
Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise.
If the Company fails to cause the Depositary to deliver, for any reason, to the Holder the Warrant ADSs subject to a Notice of Exercise
by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000
of Warrant ADSs subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10
per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading
Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall (or shall direct the Warrant Agent
to), at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant ADSs, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by
the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise in respect of the untransmitted Warrant ADSs
(with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored) and the Company
shall return to the Holder the aggregate Exercise Price paid to the Company for such Warrant ADSs.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if the
Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfaction
of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number
of Warrant ADSs that the Company failed to deliver to the Holder in connection with the exercise at issue by (2) the price at which
the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion
of the Warrant in respect of the equivalent number of Warrant ADSs for which such exercise was not honored and return any amount received
by the Company in respect of the Exercise Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs
upon exercise of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Warrant ADSs. No fractional Warrant ADSs or Warrant ADSs shall be issued upon the exercise of this Warrant. As
to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole ADS; provided, however the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding
results in the issue price being lower than the par value of the ADS.
vi. Charges,
Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant
ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Depositary
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic issuance and delivery of the Warrant ADSs. The Company shall
pay all applicable fees and expenses of the Depositary in connection with the issuance of the Warrants ADSs hereunder.
vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof; provided, however, that the foregoing shall not be deemed or construed to limit any rights of the Depositary
under the terms and provisions of the deposit agreement among, inter alia, the Company and the Depositary.
f) Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this
Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the
extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together
with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates
(such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of Ordinary Shares underlying such Warrant ADSs issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant ADSs which
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any
of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be
in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may
rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent annual report on Form 20-F,
Report on Form 6-K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement
by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares
outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and
in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial
Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance
of the Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial
Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to
correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.
Section 3. Certain
Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes
a distribution or distributions on shares of its ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in
ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares or ADSs issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of Ordinary Shares or ADSs, as applicable,
including any change to the ration of Ordinary Shares to ADSs, (iii) combines (including by way of reverse share split) outstanding
ADSs or Ordinary Shares into a smaller number of Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of ADSs,
Ordinary Shares or any shares of capital stock of the Company (clauses (i) through (iv), an “ADS Adjustment”),
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs, outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification. Additionally, upon the
occurrence of any ADS Adjustment, the Exercise Price of this Warrant shall be reduced, and only reduced, to equal the Exercise Price in
effective immediately prior to the ADS Adjustment and the average of the 5 VWAPs immediately following the ADS Adjustment and the number
of Warrant ADSs issuable hereunder shall be increased such that the Aggregate Exercise Price payable hereunder, after taking into account
the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price prior to such adjustment
b) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For
purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum
of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued and outstanding.
c) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares
or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall
be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is
a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder
at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the
Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Ordinary Shares (including Warrant ADSs underlying Warrant ADSs)
of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled
to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.
Section 4. Transfer
of Warrant.
a) Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of
the Company or the Warrant Agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon
such surrender and, if required, such payment, the Company shall execute and deliver (or cause the Warrant Agent to deliver) a new Warrant
or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company or the Warrant Agent unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company or the Warrant Agent within three (3) Trading Days of the date on which the Holder delivers
an assignment form to the Company or the Warrant Agent assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant ADSs without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company
or the Warrant Agent, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney (along with a medallion signature guarantee if requested by the Copmany or the Warrant Agent).
Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall
execute and deliver (or shall cause the Warrant Agent to deliver) a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise
Date and shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.
c) Warrant
Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may
deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.
Section 5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant ADSs on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in
no event shall the Company be required to net cash settle an exercise of this Warrant.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company or the Warrant Agent of evidence
reasonably satisfactory to each of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the
Warrant ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver (or cause the Warrant Agent to deliver)
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
d) Authorized
Shares.
The Company covenants
that, during the period the Warrant is outstanding, its directors will have authority to allot a sufficient number of shares to provide
for the issuance of the Warrant ADSs and the underlying Ordinary Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty
of issuing the Warrant ADSs needed for the Depositary to issue the necessary Warrant ADSs upon the exercise of the purchase rights under
this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant ADSs and Warrant ADSs and
the underlying Ordinary Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the applicable Trading Market upon which the ADSs and Ordinary Shares may be listed. The Company covenants that all Warrant ADSs and
the underlying Ordinary Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than any transfer restrictions and taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant ADSs and the underlying Ordinary Shares upon the exercise of this Warrant and (iii) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e) Governing
Law and Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be
determined in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof,
and the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize
cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any ADSs or Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Depositary.
For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Depositary’s rights and obligations with
respect to the Company and the ADSs (including the Warrant ADSs) shall be as set forth in, and subject to, the terms and provisions of
the deposit agreement among, inter alia, the Company and the Depositary and in no event shall this Warrant be deemed or construed
to impose any additional obligations or liabilities on the Depositary.
l) Warrant
Agent. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Warrant Agent’s rights, immunities,
liabilities, duties or obligations shall be as set forth in, and subject to, the terms and provisions of that certain Warrant Agency Agreement
between the Company and Computershare Inc. and Computershare Trust Company, N.A. (together, the “Warrant Agent”), dated
on or about the Issue Date, and in no event shall this Warrant be deemed or construed to impose any additional obligations or liabilities
on the Warrant Agent.
m) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant ADSs.
n) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, the Holder and the Warrant
Agent.
o) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
p) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| |
FANGDD NETWORK GROUP LTD. |
| |
|
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
NOTICE OF EXERCISE
| To: |
FANGDD NETWORK GROUP LTD. |
(1) The
undersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
¨
in lawful money of the United States; or
¨
if permitted, the cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in
subsection 2(c) or 2(d), to exercise this Warrant with respect to the maximum number of Warrant ADSs purchasable pursuant to
the cashless exercise procedure set forth in subsection 2(c) or 2(d).
(3) Please
register issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:
DTC Participant name and number: ________________________
Contact of DTC Participant: _______________________
Telephone Number of Participant Contact:
_____________________
The Warrant ADSs shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
| Name of Investing Entity: |
|
| Signature of Authorized Signatory of Investing Entity: |
|
| Name of Authorized Signatory: |
|
| Title of Authorized Signatory: |
|
| Date: |
|
Exhibit 5.1
| Our ref |
VSL/747458-000001/26460727v5 |
Fangdd Network Group Ltd.
Room 602, Unit B4, Kexing Science Park
15 Keyuan Road, Technology Park
Nanshan District, Shenzhen 518057
People's Republic of China
18 July 2023
Dear Sirs
Fangdd Network Group Ltd.
We have acted as Cayman Islands legal advisers
to Fangdd Network Group Ltd. (the "Company") in connection with the Company’s registration statement on Form F-3,
including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange
Commission under the U.S. Securities Act of 1933, as amended to date relating to securities to be issued and sold by the Company from
time to time, and the prospectus supplement to the Registration Statement dated 17 July 2023 (the "Prospectus Supplement"),
relating to the registered direct offering by the Company to certain investors (the "Purchasers") of (i) an aggregate
of 11,428,565 American depositary shares (the "ADSs"), each ADS representing 375 class A ordinary shares, par value US$0.0000001
per share of the Company (the "Shares"), (ii) certain regular warrants to purchase up to an aggregate of 11,428,565
ADSs (the "Regular Warrants"), and (iii) certain reset warrants that permit cashless exercise of up to an aggregate
of 28,571,413 ADSs (the "Reset Warrants", together with the Regular Warrants, the "Warrants").
We are furnishing this opinion as Exhibits 5.1,
8.1 and 23.2 to the Registration Statement.
For the purposes of this opinion, we have reviewed
only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation
of the Company dated 19 September 2013 and the certificate of incorporation on change of name of the Company dated 11 October 2019. |
| 1.2 | The fifth amended and restated
memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 8 October 2019
and effective immediately prior to the completion of the Company’s initial public offering of ADSs representing the Shares, as
amended by an ordinary resolution passed on 14 October 2022 (the "Memorandum and Articles"). |
| 1.3 | The written resolutions of the
board of directors of the Company (the "Board") dated 29 July 2022 (the "F-3 Resolutions") and
9 July 2023 (the "RDO Resolutions", together with the F-3 Resolutions, the "Resolutions"). |
| 1.4 | A certificate from a director
of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
| 1.5 | A certificate of good standing
dated 17 July 2023, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
| 1.6 | The Registration Statement. |
| 1.7 | The Prospectus Supplement. |
| 1.8 | The Securities Purchase Agreement
dated 17 July 2023 between the Company and the purchasers identified therein (the "Securities Purchase Agreement"). |
| 1.9 | A draft of the form of the Warrants
attached to Exhibit A and Exhibit B to the Securities Purchase Agreement (the "Warrants Documents", together
with the Securities Purchase Agreement, the "Transaction Documents"). |
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied
(without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Transaction Documents have
been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with
all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.2 | The Transaction Documents are,
or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State
of New York and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the laws of the
State of New York as the governing law of the Transaction Documents has been made in good faith and would be regarded as a valid and
binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman
Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.4 | The Company will receive money
or money's worth in consideration for the issue of the Shares, and none of the Shares will be issued for less than their par value. |
| 2.5 | Copies of documents, conformed
copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.6 | All signatures, initials and seals
are genuine. |
| 2.7 | The capacity, power, authority
and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations
of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction
Documents. |
| 2.8 | There is no contractual or other
prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from
entering into and performing its obligations under the Transaction Documents. |
| 2.9 | No monies paid to or for the account
of any party under the Transaction Documents or any property received or disposed of by any party to the Transaction Documents in each
case in connection with the Transaction Documents or the consummation of the transactions contemplated thereby represent or will represent
proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the
Terrorism Act (As Revised), respectively). |
| 2.10 | There is nothing under any
law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. Specifically, we have made no
independent investigation of laws of the State of New York. |
| 2.11 | The issue of the Shares will
be of commercial benefit to the Company. |
| 2.12 | No invitation has been or will
be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares or the ADSs. |
Based upon the foregoing and subject to the qualifications set out
below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated
as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the
laws of the Cayman Islands. |
| 3.2 | The authorised share capital
of the Company is US$5,000 divided into 50,000,000,000 shares comprising of (i) 39,750,000,000 class A ordinary shares of a nominal
or par value of US$0.0000001 each, (ii) 10,000,000,000 class B ordinary shares of a nominal or par value of US$0.0000001 each, (iii) 23,310,000
class C ordinary shares of a nominal or par value of US$0.0000001 each, and (iv) 226,690,000 shares of a nominal or par value of
US$0.0000001 each of such class or classes (however designated) as the Board may determine in accordance with the Memorandum and Articles. |
| 3.3 | The execution, issue, delivery
and performance of the Transaction Documents, including the issue of the Shares, as contemplated by the Registration Statement, have
been authorised by and on behalf of the Company and, upon the execution and unconditional delivery of the Transaction Documents by any
Director or Officer (as defined in the RDO Resolutions) for and on behalf of the Company, the Transaction Documents will have been duly
executed, issued and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable
in accordance with their terms. |
| 3.4 | The issue and allotment of
the Shares as contemplated by the Registration Statement (including the issue and allotment of the Shares upon the exercise of the Warrants
in accordance with the Warrants Documents) have been duly authorised and when allotted, issued and paid for as contemplated in the Registration
Statement (including the issue and allotment of the Shares upon the exercise of the Warrants in accordance with the Warrants Documents),
the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued
when it has been entered in the register of members (shareholders). |
| 3.5 | The statements under the caption
"Taxation" in the prospectus forming part of the Registration Statement and the Prospectus Supplement, to the extent that they
constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion. |
| 4.1 | The obligations assumed by
the Company under the Transaction Documents will not necessarily be enforceable in all circumstances in accordance with their terms.
In particular: |
| (a) | enforcement may be limited
by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating
to, protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited
by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia,
where damages are considered to be an adequate remedy; |
| (c) | some claims may become barred
under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences; |
| (d) | where obligations are to be
performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance
would be illegal under the laws of that jurisdiction; |
| (e) | the courts of the Cayman Islands
have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments
will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding,
the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the "functional
currency" of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not
been tested, so far as we are aware, in the courts of the Cayman Islands; |
| (f) | arrangements that constitute
penalties will not be enforceable; |
| (g) | enforcement may be prevented
by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration
of contracts; |
| (h) | provisions imposing confidentiality
obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process; |
| (i) | the courts of the Cayman Islands
may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Transaction Documents
in matters where they determine that such proceedings may be tried in a more appropriate forum; |
| (j) | we reserve our opinion as to
the enforceability of the relevant provisions of the Transaction Documents to the extent that they purport to grant exclusive jurisdiction
as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; |
| (k) | a company cannot, by agreement
or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision
in the Transaction Documents whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies
Act (As Revised) of the Cayman Islands (the "Companies Act"), including, without limitation, the power to increase its
authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order
to wind up the Company; |
| (l) | if the Company becomes subject
to Part XVIIA of the Companies Act, enforcement or performance of any provision in the Transaction Documents which relates, directly
or indirectly, to an interest in the Company constituting shares, voting rights or director appointment rights in the Company may be
prohibited or restricted if any such relevant interest is or becomes subject to a restrictions notice issued under the Companies Act; |
| (m) | enforcement or performance
of any provision in the Transaction Documents which relates, directly or indirectly, to an interest in a Cayman Islands company or limited
liability company constituting shares, membership interests, voting rights or director or manager appointment rights in respect of such
company or limited liability company may be prohibited or restricted if any such relevant interest is or becomes subject to a restrictions
notice issued under the Companies Act or the Limited Liability Companies Act (As Revised). |
| 4.2 | To maintain the Company in
good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within
the time frame prescribed by law. |
| 4.3 | In this opinion the phrase
"non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status
as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association,
to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil). |
| 4.4 | We express no opinion as to
the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial
authority or any other promulgations and any references to them in the Transaction Documents. |
Except as specifically stated herein, we express
no view as to the commercial terms of the Transaction Documents or whether such terms represent the intentions of the parties, and we
make no comment with respect to any warranties or representations that may be made by or with respect to the Company in any of the documents
or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this
opinion.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities",
"Taxation" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement and the Prospectus
Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under
Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Director's Certificate
Exhibit 5.2
Will H. Cai
T: +852 3758 1210
wcai@cooley.com
July 17,
2023
Fangdd Network Group Ltd.
Room 4106, Building 12B1
Shenzhen Bay Ecological Technology Park
Nanshan District, Shenzhen, 518067
People’s Republic of China
Ladies and Gentlemen:
We
have acted as counsel to Fangdd Network Group Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the
“Company”), in connection with (i) the sale by the Company of 11,428,565 American depositary shares, each
representing 375 Class A ordinary shares, par value US$0.0000001 per share (the “Sold ADSs”), (ii) the
issuance of certain regular warrants to purchase up to 11,428,565 ADSs, and (iii) the issuance of certain reset warrants that permit
cashless exercise of up to 28,571,413 ADSs (together with the regular warrants, the “Warrants”) pursuant to
the Registration Statement on Form F-3 (File No. 333-267397) (the “Registration Statement”) filed
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “Act”), the prospectus included in the Registration Statement (the “Base Prospectus”)
and the prospectus supplement dated July 17, 2023, and filed with the Commission pursuant to Rule 424(b) under the Act
(together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined
and relied upon the Registration Statement and the Prospectus, the forms of the Warrants filed as exhibits to a Current Report on Form 6-K
and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity
of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate
of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to
the laws of the State of New York. We express no opinion as to whether any other laws are applicable to the subject matter hereof and
express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation. We note
that the Company is incorporated under the laws of the Cayman Islands. We have assumed all matters determinable under the laws of the
Cayman Islands, including without limitation the valid existence and good standing of the Company, the corporate power of the Company
to authorize, execute and deliver the Warrants and to perform its obligations thereunder, the due authorization of the Warrants by the
Company and the due authorization of the ordinary shares of the Company underlying the Warrants. We have assumed that the laws of the
Cayman Islands would not impose any requirements or have any consequences relevant to our understanding of the matters addressed in this
opinion that would impact our conclusions with respect thereto.
With regard to our opinion below concerning the
validity and binding nature and enforceability of the Warrants:
(i) Our
opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of
equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered
in a proceeding in equity or at law, and (c) mandatory choice of law and jurisdiction rules and constitutional limitations
on the validity of the appointment of an agent for service of process or on the effectiveness of other methods of service of process;
(ii) Our
opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability
may be limited by applicable law and by public policy considerations, and (b) the availability of specific performance, an injunction
or other equitable remedies is subject to the discretion of the court before which the request is brought;
(iii) We
express no opinion with respect to any provision of the Warrants that: (a) relates to the subject matter jurisdiction of any federal
court of the United States of America or any federal appellate court to adjudicate any controversy related to the Warrants; (b) specifies
provisions that must be waived in writing, to the extent that an oral agreement or implied agreement by trade practice or course of conduct
has been created that modifies such provision; (c) contains a waiver of an inconvenient forum, (d) provides for liquidated
damages, buy-in damages, default interest, late charges, monetary penalties, prepayment or make-whole payments or other economic remedies;
(e) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements,
statutes of limitations, trial by jury, service of process or procedural rights; (f) restricts non-written modifications and waivers;
(g) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates
to exclusivity, election or accumulation of rights or remedies; (i) provides that provisions of the Warrants are severable to the
extent an essential part of the agreed exchange is determined to be invalid and unenforceable; (j) authorizes or validates conclusive
or discretionary determinations; or (k) specifies a party’s waiver of any breach or any provision is not to be construed as
a waiver by such party of any prior breach of such provision or of any other provision of the relevant agreement; (l) contains a
waiver of any objection based on inappropriate venue or forum non conveniens in a federal court of the United States, (m) implies
that a federal court of the United States has subject matter jurisdiction, or (n) purports to grant any court exclusive jurisdiction;
and
(iv) We
express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect
to the choice of New York law provided for in the Warrants.
On the basis of the foregoing, and in reliance
thereon, we are of the opinion that the Warrants, when duly executed and delivered by the Company against payment therefor as provided
in the Registration Statement and the Prospectus, will be valid and binding obligations of the Company.
Our opinion is limited to the matters stated
herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect
on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may
be brought to our attention and which may alter, affect or modify the opinion expressed herein.
We consent to the reference to our firm under
the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 6-K filed with the Commission for incorporation by reference into the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Sincerely,
Cooley HK
| |
|
| By: |
/s/ Will H. Cai |
|
| |
Will H. Cai |
|
Exhibit 10.1
Execution Version
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of July 17, 2023, between Fangdd Network Group Ltd., a Cayman Islands company
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below),
the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company,
securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“ADS(s)”
means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing 375 Class A Shares,
including the ADSs issued or issuable to each Purchaser pursuant to this Agreement.
“ADS Reset
Warrants” means, collectively, the ADSs reset warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof,
which Warrants shall be exercisable via cashless exercise pursuant to the term thereunder, in the form of Exhibit B attached
hereto.
“ADS Warrants”
means, collectively, the ADSs purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof,
which Warrants shall be exercisable immediately and have a term of exercise equal to five years from the issuance date, in the form of
Exhibit A attached hereto.
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)
Trading Day following the date hereof.
“Closing
Statement” means the Closing Statement in the form on Annex A attached hereto.
“Commission”
means the United States Securities and Exchange Commission.
“Company
Cayman Counsel” means Maples and Calder (Hong Kong) LLP. and/or other Cayman Islands counsel engaged by the Company.
“Company
U.S. Counsel” means Cooley LLP and/or other U.S. counsel engaged by the Company.
“Deposit
Agreement” means the Deposit Agreement dated as of October 31, 2019, among the Company, Bank of New York Mellon, as Depositary
and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.
“Depositary”
means The Bank of New York Mellon, and any successor transfer agent of the Company.
“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City
time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately
following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is
signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New
York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
“EGS”
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) Ordinary Shares, ADSs or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company,
(b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, warrants to the Placement Agent
in connection with the transactions pursuant to this Agreement and any securities upon exercise of warrants to the Placement Agent and/or
other securities exercisable or exchangeable for or convertible into ADSs issued and outstanding on the date of this Agreement, provided
that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the
exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or
to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined
in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith
during the prohibition period in Section 4.13(a) herein, and provided that any such issuance shall only be to a Person (or to
the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities and (d) the issuance of Class C ordinary shares of the Company as more fully
described in Schedule 3.1(g).
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(bb).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers, and
5% stockholders of the Company, in form and substance satisfactory to the Purchasers.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).
“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.
“Ordinary
Shares” means the Class A Ordinary Shares of the Company, par value $0.0000001 per share, and any other class of securities
into which such securities may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time ADSs or Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, ADSs or
Ordinary Shares.
“Participation
Maximum” shall have the meaning ascribed to such term in Section 4.12(a).
“Per ADS
Purchase Price” equals $0.70, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Placement
Agent” means Maxim Group LLC.
“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.12(b).
“Pro Rata
Portion” shall have the meaning ascribed to such term in Section 4.12(e).
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed
with the Commission and delivered by the Company to each Purchaser at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.
“Registration
Statement” means the effective registration statement with the Commission file No. 333-267397 which registers the sale
of the ADSs, the Warrants and Warrant ADSs, and includes any Rule 462(b) Registration Statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Required
Minimum” means, as of any date, 300% of the maximum aggregate number of Ordinary Shares underlying the ADSs then issued or potentially
issuable in the future pursuant to the Transaction Documents, including any Warrant ADSs issuable upon exercise in full of all Warrants
assuming the Floor Price (as defined thereunder) and ignoring any conversion or exercise limits set forth therein.
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule 462(b) Registration
Statement” means any registration statement prepared by the Company registering additional Public Securities, which was filed
with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by
the Commission pursuant to the Securities Act.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the ADSs, the Warrants, and the Warrant ADSs.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not
be deemed to include locating and/or borrowing ADSs).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for ADSs and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.
“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.12(a).
“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.12(b).
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the ADSs are listed or quoted for trading on the date in question:
the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
the Pink Market, OTCQB or the OTCQX (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Warrants, the Lock-Up Agreements, all exhibits and schedules thereto and hereto and any
other documents or agreements executed in connection with the transactions contemplated hereunder.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.13(b).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or
quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading
Market on which the ADSs is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB Venture Market (“OTCQB”) or OTCQX Best Market (“OTCQX”)
is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported
on the Pink Open Market (“Pink Market”) operated by OTC Markers, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the ADSs so reported, or (d) in all other cases, the
fair market value of a ADS as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest
of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrant
ADSs” means the ADSs issuable upon exercise of the Warrants.
“Warrant
Agency Agreement” means the Warrant Agency Agreement to be entered into by and among the Company, Computershare Inc.,
and Computershare Trust Company, N.A. on or prior to the Closing Date and acceptable to the Purchasers.
“Warrants”
means, collectively, ADS Warrants and the ADS Reset Warrants.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of $8,000,000 of ADSs and Warrants. Each Purchaser’s Subscription Amount
as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment”
settlement through the Placement Agent with the Company or its designee. The Company shall deliver to each Purchaser its respective ADSs
and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth
in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the
Closing shall take place remotely by electronic transfer of the Closing documentation. The Company covenants that, if the Purchaser delivers
a Notice of Exercise (as defined in the Warrant) to exercise any Warrants between the date hereof and the Closing Date, the Company shall
deliver Warrant ADSs to the Purchaser on the Closing Date in connection with such Notice of Conversion or Notice of Exercise, as applicable.
2.2 Deliveries.
(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
| (i) | this Agreement duly executed by the Company; |
(ii) a
legal opinion of (x) Company U.S. Counsel, substantially with respect to U.S. laws and securities matters; and (y) Company Cayman
Counsel with respect to Cayman Islands laws, each in a form and substance reasonably satisfactory to the Purchasers;
(iii) a
duly executed certificate of an officer of the Company and each Subsidiary appending thereto (A) copies of duly executed resolutions
or consents, of the directors, members or manager, as applicable, approving and consenting to such party’s execution, performance
of its obligations under the Transaction Documents and the transaction contemplated thereby, (B) a certificate of good standing or
equivalent document dated no more than five days prior to the date hereof, in respect of such party, (C) true and correct copies
of the organizational documents of such party, and (D) incumbency signatures of such party;
(iv) the
issuance of such Purchaser’s ADSs to the account of the Purchaser via Delivery Order in an amount equal to such Purchaser’s
Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser;
(v) written
verification from the Depositary of the deposit of a sufficient number of Ordinary Shares to be represented by 5,000,000 ADSs, which ADSs
are to be held and irrevocably reserved, ratably to the Purchaser based on the Subscription Amounts, solely for the issuance of the Warrant
ADS issuable pursuant to the Transaction Documents;
(vi) the
duly executed Warrant Agency Agreement;
(vii) an
ADS Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 100% of the ADSs issued to such Purchaser
on the Closing Date, with an exercise price equal to $0.77 per ADS, subject to adjustment therein;
(viii) an
ADS Reset Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to the difference between (A) the
quotient obtained by dividing such Purchaser’s Subscription Amount by $0.20 and (B) the number of ADSs issued to such Purchaser
at the Closing;
(ix) the
Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief
Executive Officer or Chief Financial Officer;
(x) the
Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and
(xi) the
duly executed Lock-Up Agreements.
(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:
| (i) | this Agreement duly executed by such Purchaser; and |
(ii) such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement through the
Placement Agent with the Company.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the
Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case
they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all
respects) as of such date);
(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties
are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there
shall have been no Material Adverse Effect with respect to the Company; and
(v) from
the date hereof to the Closing Date, trading in the ADSs shall not have been suspended by the Commission or the Company’s principal
Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have
been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,
or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude
in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,
makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a) Subsidiaries.
The material subsidiaries, consolidated affiliated entity and subsidiaries of consolidated affiliated entity of the Company are set forth
in the Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are
fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries,
all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a
material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse
Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.
(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other
than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or
upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it
is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do
not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant
to Section 4.6 of this Agreement, (ii) the filing with the Commission the Prospectus Supplement and (iii) the notice and/or
application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the ADSs and Warrant
ADSs for trading thereon in the time and manner required thereby (collectively, the “Required Approvals”).
(f) Issuance
of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Warrant ADSs, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of Ordinary
Shares for the creation and issuance of 50 million ADSs and Warrant ADSs. The Company has prepared and filed the Registration Statement
in conformity with the requirements of the Securities Act, which became effective on September 29, 2022 (the “Effective
Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this
Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness
of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings
for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required
by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the
time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the
Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the
time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material
respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(g) Capitalization.
The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall
also include the number of ADSs and Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof.
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant
to the exercise of employee stock options under the Company’s stock option plans, the issuance of ADSs and Ordinary Shares to employees
pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of ADSs and Ordinary Share
Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire, any ADSs or Ordinary Shares or the capital stock of any Subsidiary, or
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional
ADSs, Ordinary Shares or Ordinary Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not
obligate the Company or any Subsidiary to issue ADSs or Ordinary Shares or other securities to any Person (other than the Purchasers).
There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,
exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the
Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully
paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus
and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved
(“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position
of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had
or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent
with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting in any material aspects,
(iv) the Company has not declared or made any material dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any material shares of its capital stock and (v) the Company has
not issued any material equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.
The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance
of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no material event, liability, fact, circumstance,
occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed
by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed
at least 1 Trading Day prior to the date that this representation is made.
(j) Litigation.
Except as set forth on Schedule 3.1(j), there is no material action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i) materially adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could,
if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor
any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any material investigation by the Commission involving the Company or any current or former director
or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(k) Labor
Relations. Except as set forth on Schedule 3.1(k), no labor dispute exists or, to the knowledge of the Company, is imminent
with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of
the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with
the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and
the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any
restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company
or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions
of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
(l) Compliance.
Except as set forth on Schedule 3.1(l), neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no
event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties
is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could
not have or reasonably be expected to result in a Material Adverse Effect.
(m) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance
with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient
air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental
Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or
approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect.
(n) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any Material Permit.
(o) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which
is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
(p) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither
the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.
Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC
Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the
rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.
(q) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited
to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able 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 without a significant increase in cost.
(r) Transactions
with Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any
material transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.
(s) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by
the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance 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 accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have
established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company
in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure
controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report
under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic
report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over
financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially
affect, the internal control over financial reporting of the Company and its Subsidiaries.
(t) Certain
Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will
be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that
may be due in connection with the transactions contemplated by the Transaction Documents.
(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.
(v) Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any
securities of the Company or any Subsidiaries.
(w) Listing
and Maintenance Requirements. The Ordinary Shares represented by the ADSs are registered pursuant to Section 12(b) or 12(g) of
the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating
the registration of the Ordinary Shares represented by the ADSs under the Exchange Act nor has the Company received any notification that
the Commission is contemplating terminating such registration. Except as set forth on Schedule 3.1(w), the Company has not, in
the 12 months preceding the date hereof, received notice from any Trading Market on which the ADSs are or has been listed or quoted to
the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is,
and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements. The ADSs are currently eligible for electronic transfer through the Depositary Trust Company or another established clearing
corporation and the Company is current in payment of the fees to the Depositary Trust Company (or such other established clearing corporation)
in connection with such electronic transfer.
(x) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state
of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations
or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of
the Securities and the Purchasers’ ownership of the Securities.
(y) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information,
which is not otherwise disclosed in the Prospectus Supplement, that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,
their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and
correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated
by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 3.2 hereof.
(z) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market
on which any of the securities of the Company are listed or designated.
(aa) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the
amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on
its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof,
and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of
its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its
liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts
as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge
of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all material
outstanding secured and unsecured Indebtedness of the Company or any Subsidiary as required to be disclosed by relevant laws and regulations,
or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means
(x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary
course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether
or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the
present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither
the Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb) Tax
Status. Except for matters that would not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has
made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that
are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books
provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company or of any Subsidiary know of no basis for any such claim.
(cc) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment
to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its
behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.
(dd) Accountants.
The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge and belief of
the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the prior fiscal
year.
(ee) No
Disagreements with Accountants and Lawyers. There are no 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.
(ff) Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.
The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their
respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely
incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.
(gg) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except
for Sections 3.2(g) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has
been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities
of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified
term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short
Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the
ADSs and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may
engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during
the periods that the value of the Warrant ADSs deliverable with respect to Securities are being determined, and (z) such hedging
activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the
hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute
a breach of any of the Transaction Documents.
(hh) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection
with the placement of the Securities.
(ii) Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of
the ADSs on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s
stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice
to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public
announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
(jj) Cybersecurity.
(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s
information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees,
suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems
and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition
that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company
and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the
Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information
and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries
have implemented backup and disaster recovery technology consistent with industry standards and practices.
(kk) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).
(ll) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
(mm) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent 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.
(nn) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
3.2 Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate
as of such date):
(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.
(b) Own
Account. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or
understandings with any other persons to distribute or regarding the distribution of such Securities. Such Purchaser is acquiring the
Securities hereunder in the ordinary course of its business.
(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which
it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),
(a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.
(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(e) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither
the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to
the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or
makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired
non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the
issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or
fiduciary to such Purchaser.
(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons
party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,
legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for
the avoidance of doubt, nothing contained herein shall constitute a representation or warranty 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 Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions in
the future.
The Company acknowledges and agrees that the representations
contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations
and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other
document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated
hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty,
or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Warrant
ADSs. The ADSs shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective
registration statement to cover the issuance of the Warrant ADSs or if the Warrant is exercised via cashless exercise, the Warrant ADSs
issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement
(or any subsequent registration statement registering the sale of the Warrant ADSs) is not effective or is not otherwise available for
the sale of the Warrant ADSs, the Company shall immediately notify the holders of the Warrants in writing that such registration statement
is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available
for the sale of the Warrant ADSs (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue,
or any Purchaser to sell, any of the Warrant ADSs in compliance with applicable federal and state securities laws). The Company shall
use best efforts to keep a registration statement (including the Registration Statement) registering the issuance of the Warrant ADSs
effective during the term of the Warrants.
4.2 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding ADS and/or Ordinary
Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under
the Transaction Documents, including, without limitation, its obligation to issue the Warrant ADSs pursuant to the Transaction Documents,
are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of
any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may
have on the ownership of the other stockholders of the Company.
4.3 Furnishing
of Information; Public Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants
have expired, the Company covenants to maintain the registration of the ADSs under Section 12(b) or 12(g) of the Exchange
Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.
4.4 [RESERVED]
4.5 Exercise
Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers
in order to exercise the Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor
shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise
the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants.
The Company shall honor exercises of the Warrants and shall deliver Warrant ADSs in accordance with the terms, conditions and time periods
set forth in the Transaction Documents.
4.6 Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms
of the transactions contemplated hereby, and (b) file a Current Report on Form 6-K, including the Transaction Documents as exhibits
thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company
represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers
by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including
without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents,
employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any
of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that
each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each
Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and
neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect
to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required
by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser
in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except
(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to
the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with
prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.
4.7 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.
4.8 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Person acting on
its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such
information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,
any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public
information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not
have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates,
or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective
officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of,
such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice
provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any
Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current
Report on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.
4.9 Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for the purposes as specified in Schedule
4.9 and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment
of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any ADSs,
Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA
or OFAC regulations.
4.10 Indemnification
of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,
members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all
losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,
court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result
of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them
or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any
of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser
Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser
Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct
by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct. If any action
shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party
shall promptly notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its
own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser
Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is,
in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and the position of
such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate
counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but
only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained
herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities
the Company may be subject to pursuant to law.
4.11 Reservation
and Listing of Securities.
(a) The
Company shall maintain a reserve of a sufficient amount of its duly authorized Ordinary Shares for issuance pursuant to the Transaction
Documents of at least 50 million ADSs.
(b) The
Board of Directors shall use best efforts to amend the Company’s certificate or articles of incorporation to increase the number
of authorized but unissued Ordinary Shares to at least the Required Minimum at such time, as soon as possible and in any event not later
than the 75th day after the Closing Date (“Share Increase Date”). Following the Share Increase Date, to the extent
that the Company has not reserved a number of authorized but unissued Ordinary Shares for the benefit of the Purchasers to equal at least
the Required Minimum, the Company shall pay to each Purchaser an amount, in cash, equal to 2% of such Purchaser’s Subscription Amount
as of the Closing Date (notwithstanding how many ADSs or Warrants the Purchaser then holds) on such date and on each monthly anniversary
thereafter until such Require Minimum obligation is met.
(c) The
Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading
Market an additional shares listing application covering a number of ADSs at least equal to the Required Minimum on the date of such application,
(ii) take all steps necessary to cause such ADSs to be approved for listing or quotation on such Trading Market as soon as possible
thereafter, (iii) provide to the Purchasers evidence of such listing or quotation and (iv) maintain the listing or quotation
of such ADSs on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company
agrees to maintain the eligibility of the ADSs for electronic transfer through the Depositary Trust Company or another established clearing
corporation, including, without limitation, by timely payment of fees to the Depositary Trust Company or such other established clearing
corporation in connection with such electronic transfer.
4.12 Participation
in Future Financing.
(a) From
the date hereof until the date that is the 24-month anniversary of the date hereof, upon any issuance by the Company or any of its Subsidiaries
of ADSs, Ordinary Shares or Ordinary Share Equivalents for cash consideration, Indebtedness or a combination of units thereof (a
“Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing
equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided
for in the Subsequent Financing.
(b) Between
the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day
of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing
is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York
City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior
to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to each Purchaser a written notice
of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall
describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder
and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and
transaction documents relating thereto as an attachment.
(c) Any
Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time)
on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (the “Notice Termination
Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation,
and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth
in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser
shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If,
by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to
cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may
effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If,
by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more
than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as
defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription
Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the
aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
(f) The
Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation
set forth above in this Section 4.11, if the definitive agreement related to the initial Subsequent Financing Notice is not entered
into for any reason on the terms set forth in such Subsequent Financing Notice within two (2) Trading Days after the date of delivery
of the initial Subsequent Financing Notice.
(g) The
Company and each Purchaser agree that, if any Purchaser elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude
one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser
shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment
to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written
consent of such Purchaser. In addition, the Company and each Purchaser agree that, in connection with a Subsequent Financing, the transaction
documents related to the Subsequent Financing shall include a requirement for the Company to issue a widely disseminated press release
by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the
date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions
contemplated by the transaction documents in such Subsequent Financing.
(h) Notwithstanding
anything to the contrary in this Section 4.11 and unless otherwise agreed to by such Purchaser, the Company shall either confirm
in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose
its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be
in possession of any material, non-public information, by 9:30 am (New York City time) on the second (2nd) Trading Day following date
of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure
regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction
has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to
be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
(i) Notwithstanding
the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance.
4.13 Subsequent
Equity Sales.
(a) From
the date hereof until 120 days after the date hereof, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or Ordinary Share Equivalents or (ii) file any
registration statement or any amendment or supplement thereto.
(b) From
the date hereof until the 6-month anniversary of the Closing Date, the Company shall be prohibited from effecting or entering into an
agreement to effect any issuance by the Company or any of its Subsidiaries of ADSs, Ordinary Shares or Ordinary Share Equivalents (or
a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for,
or include the right to receive, additional ADSs or Ordinary Shares either (A) at a conversion price, exercise price or exchange
rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the ADSs at any time after the initial
issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at
some future date after the initial issuance of such debt or equity security (including, but not limited to, in connection with anti-dilution
protections or similar provisions) or upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Company or the market for the ADSs or (ii) enters into, or effects a transaction under, any agreement, including, but not
limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future
determined price whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement
have actually been issued and regardless of whether such agreement is subsequently canceled.
(c) Notwithstanding
the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall
be an Exempt Issuance.
4.14 Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is
also offered to all of the parties to such Transaction Documents. For clarification purposes, this provision constitutes a separate right
granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition
or voting of Securities or otherwise.
4.15 Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it,
nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short
Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such
time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described
in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described
in Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information
included in the Disclosure Schedules (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing,
and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no
Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of
the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial
press release as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions
in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6 and (iii) no
Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries,
or any of their respective officers, directors, employees, Affiliates or agent, including, without limitation, the Placement Agent, after
the issuance of the initial press release as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the
portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.
4.16 Capital
Changes. Until the Warrants are no longer outstanding, the Company shall not undertake a reverse or forward stock split or reclassification
of the ADSs or Ordinary Shares without the prior written consent of the Purchasers holding a majority of the then outstanding Warrants;
provided, however, that the Company may change the number of Ordinary Shares represented by an ADS, without the prior written
consent of any Purchaser, for the purpose of maintaining compliance with the listing standards or requirements (including minimum bid
price requirements) of the Company’s principal Trading Market.
4.17 Lock-Up
Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend
the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to
a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance
of the terms of such Lock-Up Agreement.
4.18 Reserve
ADSs. On or prior to the Closing Date and until no Warrants remain outstanding, the Company shall maintain with the Depository not
less than a number of Ordinary Shares to be represented by 5,000,000 ADSs, which ADSs are to be held and irrevocably reserved, ratably
to the Purchaser based on the Subscription Amounts, and used solely for the issuance of the Warrant ADS issuable pursuant to the Transaction
Documents (“Required Reserve ADS Amount”). At the request of a Purchaser, the Company shall cause the Depository to
provide written verification of the Company’s compliance with the Required Reserve ADS Amount. In the event that number of ADSs
held in reserve with the Depositary falls below the Required Reserved ADS Amount, subject to adjustment for reverse and forward stock
splits and change in the number of Ordinary Shares represented by each ADS and the like following the Closing Date, the Company shall,
within two (2) Trading Days, deposit an additional number of Ordinary Shares represented by ADSs with the Depository such that the
Required Reserved ADS Amount is satisfied.
ARTICLE V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated
on or before the fifth (5th) Trading Day following the date hereof, provided, however, that no such termination
will affect the right of any party to sue for any breach by any other party (or parties).
5.2 Fees
and Expenses. At the Closing, the Company has agreed to reimburse Sabby Capital Management LLC (“Sabby”) the non-accountable
sum of $75,000 for its legal fees and expenses, $37,500 of which has been paid prior to the Closing. The Company shall deliver to each
Purchaser, prior to the Closing, a completed and executed copy of the Closing Statement, attached hereto as Annex A. Except as
expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all Depositary fees (including, without limitation, any fees required
for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes
and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement
contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.
5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via
email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages attached hereto.
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the ADSs based on the initial Subscription
Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts
a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be
required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Further no amendment,
modification, or supplement of any provision of a Transaction Document that results in the effective waiver of an existing default under
any Transaction Document as of time of such amendment, modification or supplement shall be effective without the affirmative written consent
of each Purchaser. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations
of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of
such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser
and holder of Securities and the Company.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8 No
Third Party Beneficiaries. The Placement Agent shall be the third-party beneficiary of the representations and warranties of the Company
in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person, except as otherwise set forth in Section 4.10 and this Section 5.8.
5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action
or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10,
the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise
of a Warrant, the applicable Purchaser shall be required to return any ADSs subject to any such rescinded exercise notice concurrently
with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s
right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing
such restored right).
5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of
and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would
be adequate.
5.16 Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.
5.17 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For
reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through
EGS. EGS does not represent any of the Purchasers and only represents Sabby. The Company has elected to provide all Purchasers with the
same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of
the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document
is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among
the Purchasers.
5.18 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been
paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due
and payable shall have been canceled.
5.19 Saturdays,
Sundays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action
may be taken or such right may be exercised on the next succeeding Business Day.
5.20 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference
to share prices and ADSs in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends,
stock combinations and other similar transactions of the ADSs that occur after the date of this Agreement.
5.21 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
| Fangdd network group ltd. |
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Address for Notice: |
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Email: |
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Name: |
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Title: |
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With a copy to (which shall not constitute notice):
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO duo SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Name of Purchaser: ________________________________________________________
Signature
of Authorized Signatory of Purchaser: __________________________________
Name of Authorized Signatory: ____________________________________________________
Title of Authorized Signatory: _____________________________________________________
Email Address of Authorized Signatory: _____________________________________________
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address
for notice):
Subscription Amount: $_____________
ADSs: _________________
ADS Warrants
(100%): _________________ Beneficial Ownership Blocker ¨ 4.99% or
¨ 9.99%
ADS Reset Warrants (see Section 2.2(a)(vii)): _________________________________
EIN
Number: _______________________
[SIGNATURE PAGES CONTINUE]
Annex A
CLOSING STATEMENT
Pursuant to the attached Securities Purchase Agreement,
dated as of the date hereto, the purchasers shall purchase up to $8,000,000 of ADSs and Warrants from Fangdd Network Group Ltd., a Cayman
Islands company (the “Company”). All funds will be wired into an account maintained by the Company. All funds will
be disbursed in accordance with this Closing Statement.
Disbursement
Date: July ___, 2023
| I. PURCHASE PRICE |
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Gross Proceeds to be Received |
$ |
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| II. DISBURSEMENTS |
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$ |
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$ |
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| Total Amount Disbursed: |
$ |
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WIRE INSTRUCTIONS:
Please see attached. |
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Acknowledged and agreed to
this ___ day of _________, _____
[____________________________
Exhibit 10.2
FANGDD NETWORK GROUP LTD.
and
COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY,
N.A.,
as
Warrant Agent
Warrant Agency Agreement
Dated as of July ____, 2023
WARRANT AGENCY AGREEMENT
WARRANT AGENCY AGREEMENT,
dated as of July ____, 2023 (“Agreement”), between Fangdd Network Group Ltd., a Cayman Islands company (the “Company”),
and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A.,
a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
W I T N E S S E T H
WHEREAS, pursuant to a registered
offering by the Company of American depositary shares (“ADSs”), each representing 375 Class A ordinary shares of the
Company, and warrants to purchase ADSs (the “Offering”), the Company offered certain warrants to purchase up to an
aggregate of 11,428,565 ADSs (the “Regular Warrants”)) and certain reset warrants that permit cashless exercise of up
to an aggregate of 28,571,413 ADSs (the “Reset Warrants”, collectively with the Regular Warrants, the “Warrants”,
and each as exercised, the “Warrant ADS”); and
WHEREAS, upon the terms and
subject to the conditions hereinafter set forth and pursuant to an effective registration statement on Form F-3, as amended (File No.
333-267397) (the “Registration Statement”), and the terms and conditions of the Warrant Certificate, the Company wishes
to issue the Warrants in book entry form entitling the respective holders of the Warrants (the “Holders,” which term
shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants are held in
“street name,” a Participant (as defined below) or a designee appointed by such Participant); and
WHEREAS, the Company wishes
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrants.
NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain
Definitions. For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:
(a) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) “Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which the Nasdaq
Stock Market is authorized or required by law or other governmental action to close.
(c) “Close of Business”
on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not
a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.
(d) “Person”
means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization,
government or political subdivision thereof or governmental agency or other entity.
(e) “Warrant Certificate”
means a certificate in substantially the form attached as Exhibit 1 and Exhibit 2 hereto, as applicable,
representing such number of Warrant ADSs as is indicated therein.
All other capitalized terms
used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.
Section 2. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms
and conditions hereof (and no implied terms and conditions), and the Warrant Agent hereby accepts such appointment.
Section 3. [RESERVED]
Section 4. Form of
Warrant Certificates. The Warrant Certificate, together with the form of election to purchase ADSs (“Notice of Exercise”)
and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 or Exhibit
2 hereto, as applicable.
Section 5. Countersignature
and Registration. The Warrant Certificate shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial
Officer, Financial Controller or Vice President, by facsimile signature, and have affixed thereto the Company’s seal or a facsimile
thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, by facsimile signature. The Warrant Certificate
shall be countersigned by the Warrant Agent by manual, electronic or facsimile signature and shall not be valid for any purpose unless
so countersigned. In case any officer of the Company who shall have signed any of the Warrant Certificate shall cease to be such officer
of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificate, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant
Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any
person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer.
The Warrant Agent will keep
or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer of the Warrants
issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant, the number of warrants evidenced
on the face of each of such Warrant and the date of each of such Warrant Certificate. The Warrant Agent will create a special account
for the issuance of Warrants.
Section 6. Transfer,
Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
(a)
Subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject to applicable
law, rules or regulations, or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after
the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant
Certificate), any Warrant Certificate(s) may be transferred, split up, combined or exchanged for another Warrant(s), entitling the Holder
to purchase a like number of shares of ADSs as the Warrant Certificate(s) surrendered then entitled such Holder to purchase. Any Holder
desiring to transfer, split up, combine or exchange any Warrant Certificate(s) shall make such request in writing delivered to the Warrant
Agent together with the required form of assignment and certificate duly executed and properly completed, and such Holder shall surrender
the Warrant Certificate(s) to be transferred, split up, combined or exchanged at the office of the Warrant Agent designated for such purpose.
Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority
of the party making such request that may be required by the Warrant Agent, including a guaranty of signature by an “eligible guarantor
institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature
guarantee program” (each a “Signature Guarantee”). Thereupon the Warrant Agent shall, subject to the last sentence
of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Warrant Certificate or Warrant Certificates,
as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split up, combination or exchange of Warrant Certificates. The Company shall
compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof.
The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment
of taxes and/or charges unless and until it is satisfied that all such payments have been made.
(b)
If any Warrant Certificate is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may on such terms as to indemnity
or otherwise as they may in their discretion impose and satisfaction of any other reasonable requirements established by Section 8-405
of the Uniform Commercial Code as in effect in the State of Delaware, upon receipt of (i) evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of a Warrant Certificate (which evidence shall include an affidavit of loss, or in the case of
mutilated certificates, the surrender of the certificate or portion thereof remaining, and, in case of loss, theft or destruction, of
indemnity in customary form and amount, provision of a bond of indemnity satisfactory to the Warrant Agent and holding it and Company
harmless) and (ii) reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, absent notice to
Warrant Agent that such certificates have been acquired by a bona fide purchaser, the Company will make and deliver a new Warrant Certificate
of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.
Section 7. Exercise
of Warrants; Exercise Price; Termination Date.
(a) The Warrants shall be exercisable
commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void as set forth in
the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole
or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment of the Exercise Price,
which may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the
Warrant Agent at the office of the Warrant Agent designated for such purpose or to the office of one of its agents as may be designated
by the Warrant Agent from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price.
(b) Upon receipt of a Notice
of Exercise for a cashless exercise pursuant to Section 2(c) of the Warrants (a “Cashless Exercise”), the Company will
promptly calculate, and the Warrant Agent shall have no obligation under this Agreement to calculate, and transmit to the Warrant Agent
the number of Warrant ADSs issuable in connection with such Cashless Exercise and deliver a copy of the Notice of Exercise to the Warrant
Agent, which shall issue such number of Warrant ADSs in connection with such Cashless Exercise. The Warrant Agent shall have no duty or
obligation to investigate or confirm whether the Company’s determination of the number of Warrant ADSs to be issued on such exercise
is accurate or correct. In the event of a Cashless Exercise, the Company shall provide the cost basis for shares issued pursuant to a
Cashless Exercise at the same time it transmits the number of Warrant ADSs to the Warrant Agent.
(c) Upon the exercise of the
Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall, by 12:00 p.m. (New York time)
on the Business Day following receipt of a Notice of Exercise, advise the Company and the Depositary (as defined in the Warrant Certificate),
in respect of (i) the number of Warrant ADSs indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised
Warrants, (ii) the instructions of the Holder provided to the Warrant Agent with respect to the delivery of the Warrant ADSs and the number
of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or the Depositary shall reasonably
request. If the Company is then a participant in the DWAC system of The Depository Trust Company (the “DTC”) and either
(A) there is an effective registration statement permitting the issuance of the Warrant ADSs to or resale of the Warrant ADSs by Holder
or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant ADSs shall be transmitted by the Depositary
to the Holder by crediting the account of the Holder’s broker with the DTC through its DWAC system. For the avoidance of doubt,
if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate,
including but not limited to any liquidated damages or any other damages associated with the Company’s failure to timely deliver
Warrant ADSs pursuant to the terms of the Warrants, such obligation and liability shall be solely that of the Company and not that of
the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any
Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant ADSs to be
purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant ADS Delivery Date (as defined
in the Warrant Certificate), the Warrant Agent will not obligated to deliver such Warrant ADSs (via DWAC or otherwise) until following
receipt of such payment, and the applicable Warrant ADS Delivery Date shall be deemed extended by one day for each day (or part thereof)
until such payment is delivered to the Warrant Agent.
(d) The Warrant Agent shall
deposit all funds received by it in payment of the Exercise Price for all Warrants as described in Section 7(e) and shall forward funds
received for Warrant exercises in any given month by the fifth (5th) business day of the following month by wire transfer to
an account designated by the Company.
(e) All funds received by Computershare
under this Agreement that are to be distributed or applied by Computershare in the performance of Services (the “Funds”)
shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in
its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare will hold the Funds through such
accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment
grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating)
(each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds
that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default
by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings
in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any
holder or any other party.
(f) In the event of a cash exercise
of the Warrants, the Company hereby instructs the Warrant Agent to record coast basis for newly issued Warrant ADSs in a manner subsequently
communicated in writing to the Warrant Agent.
Section 8. Cancellation
and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in canceled
form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificate shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant Agent for cancellation and
retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased or acquired by the Company otherwise
than upon the exercise thereof. At the expense of the Company, the Warrant Agent shall deliver all canceled Warrant Certificates to the
Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant Agent to retain
such canceled certificates, and the Warrant Agent’s document management policies.
Section 9. Certain
Representations; Reservation and Availability of Shares of ADSs or Cash.
(a) This Agreement has been
duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent,
constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the
Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant
hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except
as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
(b) Except as disclosed in the
Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from
the Company any class of capital stock of the Company.
(c) The Company covenants and
agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of ordinary shares or its authorized
and issued shares of ordinary shares held in its treasury, free from preemptive rights, the number of shares of ordinary shares that will
be sufficient to permit the exercise in full of all outstanding Warrants.
(d) The Company further covenants
and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect
of the original issuance or delivery of the Warrant Certificates or certificates evidencing ADSs upon exercise of the Warrants. The Company
shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the
transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for ADSs in a name other than that of the Holder
of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of ADSs upon
the exercise of any Warrants and the Warrant Agent shall not be required to take any related action until any such tax or governmental
charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of
surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such
tax or governmental charge is due.
(e) The Company shall provide
to the Warrant Agent an opinion of counsel on or prior to the issuance of Warrants, which opinion shall state that (i) all Warrants or
Class A ordinary shares represented by the Warrant ADSs are registered under the Securities Act of 1933, as amended, or are exempt from
such registration and (ii) the Class A ordinary shares represented by the Warrant ADSs when issued are validly issued, fully paid and
non-assessable.
Section 10. ADSs Record
Date. Each Person in whose name any certificate for shares of ADSs is issued (or to whose broker’s account is credited shares
of ADSs through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record for
the ADSs represented thereby on, and such certificate shall be dated, the date on which submission of the Notice of Exercise was made,
provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required herein) and payment of the Exercise
Price (and any applicable transfer taxes) is received on or prior to the Warrant ADS Delivery Date; provided, however,
that if the date of submission of the Notice of Exercise is a date upon which the ADSs transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day
on which the ADSs transfer books of the Company are open.
Section 11. Adjustment
of Exercise Price, Number of Shares of ADSs or Number of the Company Warrants. The Exercise Price, the number of shares covered by
each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant
Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder
of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of ADSs,
thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the
Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of ADSs shall apply on like
terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price
pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of ADSs
purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.
Section 12. Certification
of Adjusted Exercise Price or Number of Shares of ADSs. Whenever the Exercise Price or the number of shares of ADSs issuable upon
the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting
forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Warrant Agent and with each transfer agent for the ADSs a copy of such certificate and (c) instruct the Warrant Agent to
send a brief summary thereof to each Holder of a Warrant Certificate. The Warrant Agent shall be fully protected in relying on any such
certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be
deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such certificate.
Section 13. Fractional
Shares of ADSs.
(a) The Company shall not issue
fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise
be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest
whole Warrant (rounded down).
(b) No fractions of shares of
ADSs shall be issued upon exercise of Warrants and no certificates evidencing fractional shares of ADSs shall be distributed. Whenever
any fraction of a share of ADSs would otherwise be required to be issued or distributed, the actual issuance or distribution in respect
thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.
(c) The Company shall provide
the Warrant Agent an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional shares. From
time to time thereafter, Computershare may request additional funding to cover payments related to fractional shares. Computershare shall
have no obligation to make such payments unless the Company shall have provided the necessary funds to pay in full all amounts due and
payable with respect thereto.
Section 14. Conditions
of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the express terms and conditions
hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to
time of the Warrant Certificates shall be subject:
(a) Compensation and
Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on the fee schedule mutually agreed
upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse
the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful
misconduct (each as determined by a determined by a final, non-appealable judgement of a court of competent jurisdiction) arising out
of or in connection with the execution and performance of services rendered as the Warrant Agent pursuant to this Agreement. The Company
also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability, damage, judgement, fine, penalty,
claim, demand, settlement, cost or expense (including, without limitation, the reasonable fee and expense of legal counsel) that may be
paid, incurred, or suffered by it, or to which it may become subject without gross negligence or willful misconduct (each as determined
by a final, non-appealable judgement of a court of competent jurisdiction) on the part of the Warrant Agent for any action taken, suffered
or omitted to be taken by the Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of
its duties hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent
shall not be liable for the Company’s failure to timely deliver Warrant ADSs pursuant to the terms of the Warrants, nor shall the
Warrant Agent be liable for any liquidated damages or any other damages associated therewith. The Warrant Agent shall be under no obligation
to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the
Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph
shall survive the exercise or expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal
of the Warrant Agent. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable under
or in connection with this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever,
including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof
and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company,
or any of the Company’s representatives or agents, under this Agreement, whether in contract, tort, or otherwise, is expressly limited
to, and shall not exceed in any circumstances, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but
not including reimbursable expenses, during the one (1) year immediately preceding the event for which recovery from the Warrant Agent
is being sought.
(b) Agent for the Company.
In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of
the Company and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates
or beneficial owners of Warrants.
(c) Counsel. The
Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the advice or opinion of such
counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in
absence of bad faith and in accordance with the advice or opinion of such counsel.
(d) Documents. The
Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon
any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed
by it to be genuine and to have been presented or signed by the proper parties.
(e) Certain Transactions.
The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the
same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it
or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of Holders of Warrants or other obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which
the Company is a party.
(f) No Liability for
Interest. T the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for
Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or the Warrant Certificates
(except as to the Warrant Agent’s countersignature thereon, which may be either manual, electronic or facsimile signature).
(h) No Responsibility
for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant
Certificate (except as to the Warrant Agent’s countersignature thereon, which may be either manual, electronic or facsimile signature),
all of which are made solely by the Company.
(i) No Implied Obligations.
The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth
and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant
Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment
of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under
any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificate. The
Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate
with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law.
(j) Signature Guarantee.
A party requesting transfer of Warrants or the Warrant ADSs must provide any evidence of authority that may be required by the Warrant
Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee
program approved by the Securities Transfer Association.
(k) Survival. Notwithstanding
anything contained herein to the contrary, the rights and obligations of the parties set forth in this Section 14 shall survive the exercise
or expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent.
Section 15. Purchase
or Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent or any successor Warrant Agent may be
merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent or any
successor Warrant Agent shall be party, or any Person succeeding to the corporate trust business of the Warrant Agent or any successor
Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Warrant Agent
under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement
any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature
of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates
shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor
Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.
In case at any time the name
of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered,
the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned; and in case
at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates
either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.
Section 16. Duties
of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following express terms
and conditions, by all of which the Company, by its acceptance hereof, shall be bound:
(a) The Warrant Agent may consult
with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the advice or opinion of such
counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in absence
of bad faith and in accordance with such advice or opinion. The Warrant Agent and its agents and subcontractors shall not be liable and
shall be indemnified by Company for any action taken or omitted by Warrant Agent in reliance upon the advice or opinion of such counsel.
The indemnities provided by this paragraph shall survive the exercise or expiration of the Warrants, the termination of this Agreement
and the resignation, replacement or removal of the Warrant Agent.
(b) Whenever in the performance
of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief Executive Officer,
Chief Financial Officer, Financial Controller or Vice President of the Company; and such certificate shall be full authentication to the
Warrant Agent and the Warrant Agent shall be fully protected and shall no incur no liability for any action taken, omitted to be taken
or suffered in absence of bad faith by it under the provisions of this Agreement in reliance upon such certificate. The Warrant Agent
and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken or omitted by Warrant Agent
in reliance upon such certificate. The Warrant Agent shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from Company. The indemnities provided by this paragraph shall survive the exercise or expiration of
the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent.
(c) Subject to the limitation
set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful misconduct (each as
determined by a final, non-appealable judgement of a court of competent jurisdiction).
(d) The Warrant Agent shall
not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificate
(except its countersignature thereof, which may be either manual of facsimile signature) by the Company or be required to verify the same,
but all such statements and recitals are and shall be deemed to have been made by the Company only.
(e) The Warrant Agent shall
not have any liability or be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof, which may be either manual, electronic or facsimile signature); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the
adjustment of the Exercise Price or the making of any change in the number of shares of ADSs required under the provisions of Section
11 or 13 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require
any such adjustment or change or adjustment (except with respect to the exercise of Warrants evidenced by the Warrant Certificates after
actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of ADSs to be issued pursuant to this Agreement or any Warrant Certificate or as
to whether any shares of ADSs will, when issued, be duly authorized, validly issued, fully paid and nonassessable.
(f) The Company agrees that
it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and
other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing by the Warrant
Agent any provisions of this Agreement.
(g) The Warrant Agent is hereby
authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, Chief Financial
Officer, Financial Controller or Vice President of the Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by
it in absence of bad faith in accordance with instructions of any such officer. In the event the Warrant Agent believes any ambiguity
or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by
the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected
and shall not be liable in any way to Company, the holder of any Warrant or any other Person for refraining from taking such action, unless
the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction
of Warrant Agent. The Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written
notice thereof from the Company.
(h) The Warrant Agent and any
shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the
Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to
the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.
(i) The Warrant Agent may execute
and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney
or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney
or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, willful
misconduct or bad faith in the selection and continued employment thereof (which gross negligence, willful misconduct, or bad faith must
be determined by a final, non-appealable judgement of a court of competent jurisdiction).
(j) Notwithstanding anything
contained herein to the contrary, the rights and obligations of the parties set forth in this Section 16 shall survive the exercise or
expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent.
Section 17. Change
of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in
writing sent to the Company and to each transfer agent of the ADSs, and to the Holders of the Warrant Certificates. The Company may remove
the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant
Agent, as the case may be, and to each transfer agent of the ADSs, and to the Holders of the Warrant Certificates. If the Warrant Agent
shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent.
If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall,
with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply
to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the
Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state
thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination
by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least
$50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer
to the Company or the successor Warrant Agent, as the case may be, any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose without assumption of any liability on the part of the former
Warrant Agent. Not later than the effective date of any such appointment, or assumption of the Warrant Agent’s role by the Company,
the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the ADSs, and mail a notice
thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or
any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of
the successor Warrant Agent, as the case may be.
Section 18. Issuance
of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company
may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect
any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property
purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.
Section 19. Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate
to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on
the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed given (a) on the
date delivered, if delivered personally, (b) on deposit thereof with Federal Express or another recognized overnight courier, if sent
by Federal Express or another recognized overnight courier, (c) on the mailing thereof with postage prepaid, if mailed by registered or
certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile
or email attachment at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission,
if such notice or communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30
p.m. (New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
(a) If to the Company,
to:
Fangdd Network Group Ltd.
Room 4106, Building 12B1
Shenzhen Bay Ecological Technology
Park
Nanshan District, Shenzhen,
518067
People’s Republic of
China
(b) If to the Warrant
Agent, to:
Computershare Trust Company,
N.A.
Computershare Inc.
150 Royall Street
Canton, MA 02021
Attn: Client Services
For any notice delivered by email to be deemed
given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business day following
such email, unless the recipient of such email has acknowledged via return email receipt of such email.
(c) If to the Holder of any
Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by
the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision
of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice shall be sufficiently
given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.
Section 20. Supplements
and Amendments.
(a) The Company and the Warrant
Agent may from time to time supplement or amend this Agreement without the approval of any Holders in order to add to the covenants and
agreements of the Company for the benefit of the Holders or to surrender any rights or power reserved to or conferred upon the Company
in this Agreement, provided that such addition or surrender shall not adversely affect the interests of the Holders of the Warrant Certificates
in any material respect.
(b) In addition to the foregoing,
with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the shares of ADSs issuable
thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Warrant Agreement or modifying in any manner the rights of the Holders; provided, however,
that no modification of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable
or the rights of holders of Warrants to receive liquidated damages or other payments in cash from the Company or reducing the percentage
required for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding Warrant affected
thereby; provided further, however, that no amendment hereunder shall affect any terms of any Warrant
Certificate issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company
shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment
complies with the terms of this Section 20. Notwithstanding anything in this Agreement to the contrary, the Warrant Agent shall not be
required to execute any supplement or amendment to this Agreement that it has determined would adversely affect its own rights, duties,
obligations, liabilities or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly
executed by the Warrant Agent and the Company.
Section 21. Successors.
All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.
Section 22. Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant
Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.
Section 23. Governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be governed by, and construed in accordance with, the laws
of the State of New York, without giving effect to any provision of law that would require the application of the laws of any other jurisdiction.
The parties hereto hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
New York, and the appellate courts thereof, and irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The parties
hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum.
Section 24. Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically
shall have the same authority, effect and enforceability as an original signature.
Section 25. Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Section 26. Information.
The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the ADSs, except to
the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange Commission.
Section 27. Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including
inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying
out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal
government authorities (e.g., in divorce and criminal actions).
Section 28. Force
Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall not be liable for any delays or failures
in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, pandemics,
epidemics, shortage of supply, breakdowns, interruptions or malfunctions of computer facilities, or loss of data due to power failures
or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.
Section 29. Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of
this Agreement; provided, however, that if such prohibited and invalid provision shall adversely affect the rights, immunities, liabilities,
duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written notice to the Company
Section 30. Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral
or written, of any nature whatsoever with respect to the subject matter hereof. Notwithstanding anything to the contrary contained in
this Agreement, in the event of inconsistency between any provision in this Agreement and any provision in a Warrant Certificate, as it
may from time to time be amended, the Warrant Certificate shall control; provided that all rights, duties obligations, liabilities and
immunities of the Warrant Agent shall be governed and controlled by this Agreement. The Company shall not amend any provisions of the
Warrant Certificate without the prior consent of the Warrant Agent, not to be unreasonably withheld, delayed or conditioned.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the day and year first above written.
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Exhibit 1
Form of Regular Warrant Certificate
Exhibit 2
Form of Reset Warrant Certificate
Exhibit 99.1
FANGDD ANNOUNCES US$8.0 MILLION REGISTERED DIRECT
OFFERING
SHENZHEN, China, July 17, 2023 (GLOBE NEWSWIRE)
-- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”), a customer-oriented PropTech company in
China, today announced that it has entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors
for the issuance and sale by the Company in a registered direct offering of 11,428,565 American Depositary Shares, or ADSs, at a purchase
price of US$0.70 per ADS, and regular warrants to purchase up to an aggregate of 11,428,565 ADSs.
Maxim Group, LLC is acting as the sole placement
agent in connection with this offering.
The regular warrants to be issued have an exercise
price of US$0.77 per ADS, which is subject to downwards adjustment pursuant to the terms thereof, and will be immediately exercisable
until five years following issuance. The Company has also agreed to issue to investors reset warrants that permit cashless exercise on
the 45th trading day following the date of the Purchase Agreement (such 45 trading day period, the
“Measurement Period”) into a number of ADSs equal to the difference between (i) the quotient obtained by dividing (a) such
investor’s subscription amount by (b) the greater of (A) the average of the five lowest volume-weighted average prices of the ADSs
during the Measurement Period and (B) US$0.20, and (ii) the number of ADSs issued to such investor at the closing and if applicable, on
the 15th and 30th trading days during the Measurement Period.
The closing of the offering is expected to occur
on or about July 19, 2023, subject to satisfaction of closing conditions. The gross proceeds from the offering are expected to be approximately
US$8.0 million. FangDD intends to use the net proceeds for general corporate purposes. Additional information regarding this offering
and the Purchase Agreement will be included in a current report on Form 6-K to be furnished by the Company to the U.S. Securities and
Exchange Commission (the “SEC”).
The securities described above will be offered
by the Company pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-267397) previously filed
with the SEC on September 13, 2022 and declared effective by the SEC on September 29, 2022. The securities may be offered only by means
of a written prospectus and prospectus supplement that form a part of the registration statement. The prospectus supplement and accompanying
prospectus contain important information relating to this offering. The prospectus supplement will be filed with the SEC and will be made
available on the SEC’s website at http://www.sec.gov, or may be obtained, when available, by contacting the Company at Room 4106,
Building 12B1, Shenzhen Bay Ecological Technology Park, Nanshan District, Shenzhen, the PRC, or by email at ir@fangdd.com.
This press release shall not constitute an offer
to sell nor the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or jurisdiction.
About FangDD
Fangdd Network Group Ltd. (Nasdaq: DUO) is customer-oriented
property technology company in China, focusing on providing real estate transaction digitalization services. Through innovative use of
mobile internet, cloud, big data, artificial intelligence, among others, FangDD has fundamentally revolutionized the way real estate transaction
participants conduct their business through a suite of modular products and solutions powered by SaaS tools, products and technology.
For more information, please visit http://ir.fangdd.com.
Forward-Looking Statements
This announcement contains forward-looking
statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be identified by terminology such as “aim,”
“anticipate,” “believe,” “estimate,” “expect,” “hope,” “going
forward,” “intend,” “ought to,” “plan,” “project,” “potential,”
“seek,” “may,” “might,” “can,” “could,” “will,”
“would,” “shall,” “should,” “is likely to” and the negative form of these words and
other similar expressions. Among other things, statements that are not historical facts, including statements about the
Company’s beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve inherent
risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any
forward-looking statement. All information provided in this press release is as of the date of this press release and is based on
assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update
any forward-looking statement, except as required under applicable law.
Investor Relations Contact
Ms. Linda Li
Director, Capital Markets Department
Phone: +86-0755-2699-8968
E-mail: ir@fangdd.com
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