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
JIUZI HOLDINGS INC.
(Exact name of registrant as specified in its charter)
No.168 Qianjiang Nongchang Gengwen Road, 15th Floor
Economic and Technological Development Zone
Xiaoshan District, Hangzhou City
Zhejiang Province 310000
People’s Republic of China
(Address of Principal Executive Office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
Registered Direct Offering
On July 17, 2023, Jiuzi Holdings Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated institutional investors
(the “Purchasers”) pursuant to which the Company agreed to sell 1,395,151 ordinary shares (“Shares”),
par value $0.018 per share, of the Company for gross proceeds of approximately $2.3 million (the “Offering”).
The Company agreed in the Purchase Agreement that
it would not issue any ordinary shares or ordinary share equivalents for sixty (60) calendar days following the closing of the Offering
subject to certain exceptions.
The Company currently intends to use the net proceeds
from the Offering for working capital and general corporate purposes. The Offering closed on July 19, 2023.
The Company entered into a placement agency agreement dated July 17,
2023 (the “Letter Agreement”) with Spartan Capital Securities, LLC, as exclusive placement agent (the “Placement
Agent”), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with the
Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering. The
Company also agreed to reimburse the Placement Agent for certain expenses, including for fees and expenses related to legal expenses limited
to $55,000.
Copies of the form of the Purchase Agreement and
the Letter Agreement are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The foregoing
summaries of the terms of the Purchase Agreement and the Letter Agreement are subject to, and qualified in their entirety by, such documents.
This Offering was made pursuant to a shelf registration
statement on Form F-3 (File No. 333-267617), including a base prospectus, which was filed with the Securities and Exchange Commission
(the “SEC”) and declared effective on December 4, 2022. The prospectus supplement, including the amended and restated
prospectus supplement, and the accompanying base prospectus relating to the Offering were filed with the SEC on July 19, 2023.
On July 17, 2023 and July 20, 2023, the Company issued a press release
announcing the pricing and the closing of the Offering, respectively. Copies of the pricing and closing press releases are attached hereto
as Exhibits 99.3 and 99.4, respectively, and are incorporated herein by reference. A copy of the legal opinion issued by the Company’s
Cayman Islands counsel Maples and Calder (Hong Kong) LLP is attached hereto as Exhibit 5.1.
Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| |
Jiuzi Holdings Inc. |
| |
|
| Date: July 20, 2023 |
By: |
/s/ Tao Li |
| |
|
Tao Li
Chief Executive Officer |
2
Exhibit 5.1
| Our ref | ELR/776654-000001/26920746v2 |
Jiuzi Holdings Inc.
No.168 Qianjiang Nongchang Gengwen Road, 15th Floor
Economic and Technological Development Zone
Xiaoshan District, Hangzhou City
Zhejiang Province 310000
People’s Republic of China
19 July 2023
Dear Sirs
Jiuzi Holdings Inc.
We have acted as Cayman Islands legal advisers
to Jiuzi Holdings Inc. (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 July 17, 2023 (the “Prospectus Supplement”), relating
to the registered direct offering by the Company of 1,395,150 ordinary shares of the Company of par value US$0.018 each (the “Shares”);
We are furnishing this opinion as Exhibit 5.1
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 10 October 2019 issued by the Registrar of Companies
in the Cayman Islands. |
| 1.2 | The second amended and restated memorandum and articles of association of the Company adopted by a special
resolution passed on 23 June 2023 (the “Memorandum and Articles”). |
| 1.3 | The written resolutions of the board of directors of the Company (the “Board”) dated
17 July 2023 (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 | The Registration Statement. |
| 1.6 | The Prospectus Supplement. |
| 1.7 | Executed copies of the transaction documents listed in the Schedule (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, and of the Director’s Certificate.
We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | 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. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | 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). |
| 2.4 | 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). |
| 2.5 | 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 state and federal courts sitting
in the City of New York, Borough of Manhattan 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). |
| 2.6 | The Company will have sufficient authorized but unissued Shares in its authorized share capital to enable
the Company to issue the Shares. |
| 2.7 | 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. |
| 2.8 | 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. |
| 2.9 | 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. |
| 2.10 | 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). |
| 2.11 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect
the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York. |
Based upon, and subject to, the foregoing assumptions
and 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
with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The Company has all requisite power and authority under the Memorandum and Articles to enter into, execute
and perform its obligations under the Transaction Documents, including the issue, offer and sale of the Shares. |
| 3.3 | The execution and delivery of the Transaction Documents do not, and the performance by the Company of
its obligations under the Transaction Documents will not, conflict with or result in a breach of any of the terms or provisions of the
Memorandum and Articles or any law, public rule or regulation applicable to the Company currently in force in the Cayman Islands. |
| 3.4 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for
as contemplated in the Registration Statement and Prospectus Supplement, the Shares will be legally issued and allotted, fully paid and
non-assessable. As a matter of Cayman 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, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements
constitute our opinion. |
The opinions expressed above are subject to the
following qualifications:
| 4.1 | To maintain the Company in good standing with the Registrar of Companies 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. |
| 4.2 | Under the Companies Act, the register of members of a Cayman Islands
company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein.
A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for
rectification (for example, in the event of fraud or manifest error). |
| 4.3 | The phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder
shall not, solely by virtue of its status as a shareholder, 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 make
no comment with respect to any representations and warranties which 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 Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required under Section 7 of the 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
4
Exhibit 99.1
SECURITIES PURCHASE
AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of July [ ], 2023, between Jiuzi Holdings Inc., an exempted company incorporated in
the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and
not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.4.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are 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.
“Commission”
means the United States Securities and Exchange Commission.
“Company
Counsel” means Hunter Taubman Fischer & Li LLC, 950 Third Avenue, 19th Floor, New York, NY 10022.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“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.
“Equity
Award” means the equity awards that the Company may grant in the form of incentive share options, non-qualified share options,
restricted shares, restricted share units, share appreciation rights, performance share awards and performance compensation awards to
employees, directors, and consultants of the Company or any affiliates of the Company under an equity incentive plan, provided, however,
that any equity award to consultants of the Company or any affiliates of the Company shall be 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 4.10(a) herein.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) Ordinary Shares or options to purchase Ordinary Shares to employees, officers or directors
of the Company pursuant to any equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Board
of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered
to the Company, provided that any Equity Award to any affiliates of the Company shall be 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 4.10(a) herein, (b) securities upon the exercise or exchange of or conversion of any
Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection
with share splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement
in connection therewith during the prohibition period in Section 4.10(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.
“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(p).
“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 Closing Date, by and among the Company and the directors, officers,
and 5% or greater beneficial owners of the Company’s Ordinary Shares, in the form of Exhibit A attached hereto.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Ordinary
Share Purchase Price” equals $1.65 per Ordinary Share.
“Ordinary
Share Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Ordinary Shares hereunder as
specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Ordinary Share Subscription
Amount,” in immediately available funds.
“Ordinary
Shares” means the Ordinary Shares of the Company, par value $0.018 par value per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“Ordinary
Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Per Share
Purchase Price” equals $1.65, subject to adjustment for reverse and forward share splits, stock dividends, stock combinations
and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Placement
Agent” means Spartan Capital Securities, LLC.
“Pre-Funded
Warrant” means, collectively, the Pre-Funded Ordinary Share purchase warrants delivered to the Purchasers at the Closing in
accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full,
in the form of Exhibit B attached hereto.
“Pre-Funded
Warrant Shares” means Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.
“Pre-Funded
Warrant Purchase Price” equals $1.63 per each Pre-Funded Warrant, subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Company’s Ordinary Shares that occur after the date of
this Agreement.
“Pre-Funded
Warrant Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Pre-Funded Warrants purchased
hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Pre-Funded
Warrant Subscription Amount,” in immediately available funds.
“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
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 4.7.
“Registration
Statement” means the effective registration statement on Form F-3 with Commission file No. 333-267617 which registers the sale
of the Securities to the Purchasers.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means, collectively, the Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Ordinary Shares issued or issuable to each of the Purchasers pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Ordinary Shares).
“Subscription
Amount” means, as to each Purchaser, the Ordinary Share Subscription Amount and/or Pre-Funded Warrant Subscription Amount as
applicable, in accordance with Section 2.1 herein.
“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New
York Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Pre-Funded Warrants, the Lock-Up Agreement, the Placement Agency Agreement, and all exhibits
and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Transhare Corporation, the current transfer agent of the Company, with a mailing address of Bayside Center 1, 17755
US Highway 19 N, Suite 140, Clearwater FL 33764 and a email address of info@transhare.com, and any successor transfer agent of the Company.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.10(b).
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
(a) On
the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,
up to an aggregate of $2,300,000 of Ordinary Shares determined pursuant to Section 2.2(a); provided, however, that, to the extent that
a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting
as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial
Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Ordinary Shares such Purchaser may elect to purchase
Pre-Funded Warrants at the Pre-Funded Warrant Purchase Price in lieu of Ordinary Shares. The “Beneficial Ownership Limitation”
shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of Ordinary Shares outstanding immediately after
giving effect to the issuance of the Securities on the Closing Date. Unless otherwise directed by the Placement Agent, 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” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective
Shares and/or Pre-Funded Warrants (as applicable to such Purchaser) as determined pursuant to Section 2.2(a), and the Company and each
Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions
set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Bevilacqua PLLC, with offices located at 1050 Connecticut
Avenue, NW, Suite 500, Washington, DC 20036 or such other location as the parties shall mutually agree. Unless otherwise directed by the
Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company
shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s)
at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver
such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer
to the Company).
(b) Notwithstanding
anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser,
through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to
any Person all, or any portion, of any Ordinary Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement
Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company),
be deemed to be unconditionally bound to purchase pursuant to and be bound by this Agreement, and the Company shall be deemed unconditionally
bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver
any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares
hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation
or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement
Period. The decision to sell any Ordinary Shares will be made in the sole discretion of such Purchaser from time to time, including
during the Pre-Settlement Period. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth
on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated
with all other Ordinary Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning
(as determined in accordance with Section 13(d) of the Exchange Act) in excess of 4.9% or 9.9%, as indicated by each Purchaser on the
signature page to this Agreement, of the then issued and outstanding Ordinary Shares outstanding at the Closing (the “Beneficial
Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership
Maximum immediately prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory
hereto. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership
Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.
Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior
to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement,
the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing
Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.
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 Company Counsel (including, without limitation, a negative assurance letter), directed to the Placement Agent and in
form and substance reasonably acceptable to each of the Purchasers and the Placement Agent and its counsel;
(iii) a
legal opinion of Maples and Calder (Hong Kong) LLP, Cayman counsel to the Company in form and substance reasonably acceptable to each
of the Purchasers and the Placement Agent and its counsel;
(iv) a
comfort letter of the Company’s independent auditors, in form and substance reasonably acceptable to each of the Purchasers and
the Placement Agent and its counsel;
(v) a
certificate of the Chief Financial Officer of the Company, in form and substance reasonably acceptable to each of the Purchasers and the
Placement Agent and its counsel;
(vi) subject
to the last sentence of Section 2.1(b), a copy of the irrevocable instructions irrevocable instructions to the Transfer Agent instructing
the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)
Shares equal to such Purchaser’s Subscription Amount divided by the Ordinary Share Purchase Price, registered in the name of such
Purchaser;
(vii) the
Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;
(viii) for
each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase
up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrant
divided by the Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.01 subject to adjustment therein;
(ix)
the Lock-Up Agreements;
(x) a
good standing certificate of the Company; and
(xi) the
Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:
(i) this
Agreement duly executed by such Purchaser; and
(ii) such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) from
the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude
in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,
makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly,
all of the shares or shares of capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares or 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) Incorporation,
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, memorandum and articles
of association, 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 shareholder 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,
individually or in the aggregate, 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 4.3 of this Agreement, (ii) the filing with the Commission pursuant to the Prospectus Supplement, (iii) application(s) to each
applicable Trading Market for the listing of the Shares, and Pre-Funded Warrant Shares for trading thereon in the time and manner required
thereby, and (iv) such filings as are required to be made under applicable state securities laws (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 Pre-Funded Warrant Shares when issued in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid
and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital share
the maximum number of Ordinary Shares issuable pursuant to this Agreement and the Pre-Funded Warrants. The Company has prepared and filed
the Registration Statement in conformity with the requirements of the Securities Act, which became effective on December 14, 2022 and
any 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 included therein (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 Supplement with the Commission pursuant to Rule 424(b). At the
time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the
Registration Statement, and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the
time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material
respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible
to use Form F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities
being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5
of Form F-3.
(g) Capitalization.
The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall
also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The
Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than the issuance
of Ordinary Shares to employees pursuant to the Company’s equity incentive plan and pursuant to the conversion and/or exercise of
Ordinary Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the capital stock of any Subsidiary,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional
Ordinary Shares or Ordinary Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate
the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Purchasers). 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 shareholder,
the Board of Directors or others is required for the issuance and sale of the Securities. There are no shareholders 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 shareholders.
(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,
the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. 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 the generally accepted accounting principles in the United States (“GAAP”) as issued by the Financial Accounting Standards
Board during the periods involved, 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 liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any
of its issued shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to
existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no
event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with
respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
(j) Litigation.
Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities 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 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. 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.
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. Except where the failure to possess could not reasonably be expected to result in a Material Adverse Effect, 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, except where the failure to possess
could not reasonably be expected to result in a Material Adverse Effect.
(p) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). 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. The Company has no knowledge of any facts that would preclude it from having valid license
rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any
rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.
(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
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, shareholder, 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 restricted share award agreements under any equity incentive 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 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) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control
over financial reporting of the Company and its Subsidiaries.
(t) Certain
Fees. Except for fees payable to the Placement Agent, as placement agent, no brokerage or finder’s fees or commissions are or
will be payable by the Company or any Subsidiary 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, other than payment of commissions, fees
and expenses payable to the Placement Agent. The Purchasers shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.
(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.
(v) Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any
securities of the Company or any Subsidiary.
(w) Listing
and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary
Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Ordinary Shares
are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of
such Trading Market. The 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 Ordinary Shares are currently eligible for electronic transfer through the Depository
Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company
(or such other established clearing corporation) in connection with such electronic transfer.
(x) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state
of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations
or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of
the Securities and the Purchasers’ ownership of the Securities.
(y) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,
their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and
correct in all material respects 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 outstanding secured and unsecured
Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade
accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect
of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the
notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in
accordance with 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 fiscal year ending December
31, 2022.
(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(f) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked
by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term, (ii) past
or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to
which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares
and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any
“derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in
hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the
periods that the value of the Pre-Funded Warrant Shares deliverable with respect to the Securities are being determined, and (z) such
hedging activities (if any) could reduce the value of the existing shareholders’ 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 Company’s placement agent in connection
with the placement of the Shares.
(ii) Reserved.
(jj) Equity
Incentive Plans. The Company adopted an equity incentive plan on each of the following dates: July 6, 2021, July 28, 2022, and January
17, 2023. Each Equity Award that has been granted or that will be granted by the Company under the Company’s equity incentive plans
is (i) in accordance with the terms of the Company’s equity incentive plans and (ii) if an option, with an exercise price at least
equal to the fair market value of the Ordinary Shares on the date such option Equity Award would be considered granted under GAAP and
applicable law. No Equity Award that has been granted or that will be granted under the Company’s equity incentive plans was or
will be backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant,
Equity Awards prior to, or otherwise knowingly coordinate the grant of Equity Awards with, the release or other public announcement of
material information regarding the Company or its Subsidiaries or their financial results or prospects.
(kk) Cybersecurity.
Except as set forth on Schedule 3.1(kk), 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.
(ll) 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”).
(mm) 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.
(nn) 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
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.
(oo) 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.
(pp) Other
Covered Persons. Other than the Placement Agent, the Company is not aware of any person that has been or will be paid (directly or
indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.
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) Understanding
or Arrangement. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement, the Prospectus, the Prospectus
Supplement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder
in the ordinary course of its business.
(c) Purchaser
Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is and on each date that the Purchaser
exercises its Pre-Funded Warrants for cash, it will be either: (i) 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 or (ii) a “qualified institutional buyer”
as defined in Rule 144A(a) under the Securities Act.
(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(e) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the
Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the
Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes
any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public
information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance
of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary
to such Purchaser.
(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons
party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,
legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for
the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on
the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute
a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or
similar transactions in the future.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Furnishing
of Information. Until the earliest of the time that (i) no Purchaser owns the Securities or (ii) the Pre-Funded Warrants have expired,
the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the
reporting requirements of the Exchange Act.
4.2 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of
any applicable Trading Market such that it would require shareholder approval prior to the closing of such other transaction, unless shareholder
approval is obtained before the closing of such subsequent transaction.
4.3 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 or agents in connection with the transactions
contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and
agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any
of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers
or any of their Affiliates on the other hand, shall terminate. The Company 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).
4.4 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.
4.5 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 4.3, 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, directors, agents, employees or Affiliates delivers any material, non-public
information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not
have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees
or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or
Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable
law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a 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.
4.6 Use
of Proceeds. Except as set forth on Schedule 4.6 attached hereto, the Company shall use the net proceeds from the sale of the
Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s
debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption
of any Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA
or OFAC regulations.
4.7 Indemnification
of Purchasers. Subject to the provisions of this Section 4.7, the Company will (to the fullest extent permitted by applicable law)
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 shareholder 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 shareholder 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, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction
Documents. The indemnification required by this Section 4.7 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.
4.8 Reservation
of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at
all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue Shares pursuant
to this Agreement and Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded Warrants.
4.9 Listing of Ordinary
Shares. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market
on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Pre-Funded
Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Pre-Funded Warrant Shares on such Trading
Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then
include in such application all of the Shares and Pre-Funded Warrant Shares, and will take such other action as is necessary to cause
all of the Shares and Pre-Funded Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company
will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.
The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or
another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or
such other established clearing corporation in connection with such electronic transfer.
4.10 Subsequent
Equity Sales.
(a) From
the date hereof until 60 days from the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Shares Equivalents or file any registration statement
or any amendment or supplement thereto except that the Company may issue registered or unregistered Ordinary Shares to non-U.S. persons
based in Asia that are identified by the Company (the “Exempt Offering”) at any price at or above 50% of the closing bid price
prior to the date of execution of the definitive purchase agreement relating to the Exempt Offering.
(b) From
the date hereof until 60 days from 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 Ordinary Shares or Ordinary Shares Equivalents (or a combination of units thereof)
involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues
or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional
Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with,
the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities or
(B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such
debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the
Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited
to, an equity line of credit, whereby the Company may issue securities at a future determined price.
(c) Any
Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition
to any right to collect damages.
(d) Notwithstanding
the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an
Exempt Issuance.
4.11 Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right
granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition
or voting of Shares or otherwise.
4.12 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
4.3. 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 4.3, such Purchaser
will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.
Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges
and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions
in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to the initial press release as described in Section 4.3, (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 4.3 and (iii) no Purchaser
shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after
the issuance of the initial press release as described in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Shares covered by this Agreement.
4.13 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Shares may result in dilution of the outstanding 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 Shares 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 shareholders of the Company.
4.14 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.
4.15 Pre-Funded
Warrant Shares. If all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective registration statement
to cover the issuance or resale of the Pre-Funded Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise, the
Pre-Funded Warrant Shares 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 or resale of the Pre-Funded Warrant Shares)
is not effective or is not otherwise available for the sale or resale of the Pre-Funded Warrant Shares, the Company shall promptly notify
the holders of the Pre-Funded 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 or resale of the Pre-Funded Warrant
Shares (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 Pre-Funded Warrant Shares 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 or resale of the Pre-Funded Warrant Shares
effective during the term of the Pre-Funded Warrants.
4.16 Exercise
Procedures. The form of Notice of Exercise included in the Pre-Funded Warrants set forth the totality of the procedures required of
the Purchasers in order to exercise the Pre-Funded Warrants. No additional legal opinion, other information or instructions shall be required
of the Purchasers to exercise their Pre-Funded 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 Pre-Funded Warrants. The Company shall honor exercises of the Pre-Funded Warrants and shall deliver Pre-Funded
Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.
ARTICLE V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated
on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination
will affect the right of any party to sue for any breach by any other party (or parties).
5.2 Fees and Expenses.
Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any
fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser),
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement
contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.
5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 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 facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 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. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
material, non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice with the
Commission pursuant to a Current Report on Form 6-K.
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Pre-Funded Warrants
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 at least 50.1% in interest of such disproportionately impacted
Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the
rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior
written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon
each Purchaser and holder of Securities and the Company.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8 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 4.7 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
4.7, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.
5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise of a Pre-Funded
Warrant, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescinded exercise notice concurrently
with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s
right to acquire such shares pursuant to such Purchaser’s Pre-Funded 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
Bevilacqua PLLC. Bevilacqua PLLC does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected
to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required
or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement
and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers
collectively and not between and among the Purchasers.
5.18 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.
5.19 Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.20 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, stock
dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
5.21 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
| JIUZI HOLDINGS INC. |
|
Address for Notice: |
| |
|
|
|
|
| |
|
|
|
|
| By: |
|
|
Email: |
| |
Name: |
|
|
Fax: |
| |
Title: |
|
|
|
| |
|
|
|
|
| With a copy to (which shall not constitute notice): |
|
|
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO JIUZI HOLDINGS INC.
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.
| 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):
DWAC for Shares:
Subscription Amount: $_________________
Shares: _________________
Pre-Funded Warrants:_________________ Beneficial Ownership Blocker ☐ 4.99%
or ☐ 9.99%
EIN Number: _______________________
☐
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to
purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company
to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing
shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated
by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any
agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an
unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the
like or purchase price (as applicable) to such other party on the Closing Date.
[SIGNATURE PAGES CONTINUE]
26
Exhibit 99.2
PLACEMENT
AGENCY AGREEMENT
July 17, 2023
Jiuzi Holdings Inc.
Attention: Mr. Tao Li
No.168 Qianjiang Nongchang Gengwen Road, 15th Floor
Economic and Technological Development Zone
Xiaoshan District, Hangzhou City
Zhejiang Province 310000
People’s Republic of China
Dear Mr. Li:
This letter (the “Agreement”)
constitutes the agreement between Spartan Capital Securities, LLC, (“Spartan” or the “Placement Agent”)
and Jiuzi Holdings Inc. (the “Company”), that Spartan shall serve as the exclusive placement agent for the Company,
on a “reasonable best efforts” basis, in connection with the proposed (the “Placement”) of up to an aggregate
of $2,300,000 of either (a) one ordinary share (the “Shares”) of the Company; $0.018 par value per share (the “Ordinary
Shares”), or (b) one pre-funded warrant to subscribe for one Ordinary Share (the “Prefunded Warrant”). The Ordinary
Shares underlying the Prefunded Warrants shall hereinafter be referred to as the “Prefunded Warrant Shares”, and the Shares,
the Prefunded Warrant, and the Prefunded Warrant Shares, shall hereinafter be referred to collectively as the “Securities.”.
The terms of the Placement shall be mutually agreed upon by the Company, Spartan and the purchasers of the Securities (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that Spartan 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 hereinafter defined), and the form of the Prefunded Warrants shall be collectively referred to herein as the
“Transaction Documents.” Each date on which there is a closing (each a “Closing”) of the Placement
shall be referred to herein as a “Closing Date.” The Company expressly acknowledges and agrees that Spartan’s obligations
hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a legal or binding
commitment by Spartan to purchase the Securities or introduce the Company to investors and does not ensure the successful placement of
the Securities or any portion thereof or the success of Spartan 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 purchase agreement (the “Purchase Agreement”)
between the Company and such Purchaser in a form reasonably acceptable to the Company and Spartan. Prior to the signing of the Purchase
Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.
Notwithstanding anything herein
to the contrary, in the event Spartan determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including
but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement in writing upon the request of Spartan to comply
with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company.
Unless otherwise provided,
all dollar amount in this Agreement shall be U.S. dollars.
SECTION 1. COMPENSATION.
As compensation for the services provided by Spartan hereunder, the Company agrees to pay to Spartan:
(A) A cash fee payable in
U.S. dollars equal to 7% of the gross proceeds received by the Company from Purchasers at each Closing (the “Cash Compensation”).
The Cash Compensation shall be paid by wire transfer on the date of each Closing of the Placement from the gross proceeds of the Securities
sold.
(B) The Company also agrees
to reimburse Spartan at each Closing for all of Spartan’s reasonable expenses, including, without limitation, fees and disbursements of
Spartan’s counsel and all travel and other out-of-pocket expenses, incurred by Spartan in connection with the Placement up to $55,000.
In the event this Agreement shall terminate prior to the consummation of the Placement, Spartan shall be entitled to reimbursement of
its actual, out-of-pocket accountable expenses incurred by the Placement Agent in connection with the Placement. Expenses will be reimbursed
on the date of the initial Closing or, if there is no Closing, on or prior to the Termination Date.
SECTION 2. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.
A. Representations and
Warranties of the Company. Each of the representations and warranties (together with any related disclosures in any disclosure schedules
appended thereto) made by the Company to the Purchasers in the Transaction Documents, is hereby incorporated herein by reference (as though
fully restated herein) and is, as of the date of this Agreement, hereby made to, and in favor of, the Placement Agent. In addition to
the foregoing, the Company represents and warrants to the Placement Agent that:
(1) (i) the Company has full
right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) this Agreement has been
duly authorized and executed and constitutes a legal, valid and binding agreement of such party enforceable in accordance with its terms;
and (iii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not conflict
with or result in a breach of (y) the Company’s articles of association and memorandum of association or other charter documents or (z)
any agreement to which the Company is a party or by which any of its property or assets is bound.
(2) All disclosure provided
by the Company to the Placement Agent regarding the Company, its business and the transactions contemplated hereby, taken together with
all filings the Company has made with the U.S. Securities and Exchange Commission (“Commission”), is true and correct
in all material aspects 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. Each filing made by
the Company with the Commission since December 14, 2022 did not at the time of release contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. To the best of the Company’s knowledge and belief, other than the current capital
raising (of which this Agreement forms part), no event or circumstance has occurred or information exists with respect to the Company
or its business, properties, prospects, operations or financial conditions, which, under the applicable laws, rules or regulations, requires
public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.
(3) The Company has the power
to submit, and pursuant to Section 9 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive
personal jurisdiction of any New York State or United States federal court located in the City of New York, Borough of Manhattan, (each,
a “New York Court”). The Company has the power to designate, appoint and authorize, and pursuant to Section 9 of this
Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action
arising out of or relating to this Agreement or the Placement in any New York Court, and service of process effected on such authorized
agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 9 of this Agreement.
(4) In effecting the Placement,
the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable
laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other
legal requirements).
(5) The Company has prepared
and filed with the Commission a registration statement on Form F-3 (Registration No. 333-267617) (as amended, including the exhibits thereto,
as amended at the date of this Agreement, the “Registration Statement”) registering the Securities pursuant to the
Act for the registration of the Securities, and the Registration Statement became effective on December 14, 2022. At the time of such
filing, the Company met the requirements of Form F-3 under the Act. The Registration Statement meets the requirements set forth in Rule
415(a)(1)(x) under the Act and complies with said rule. The Company will file with the Commission pursuant to Rule 424(b) under the Act,
and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement
to the form of prospectus included in such Registration Statement relating to the placement of the Securities and the plan of distribution
thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be
set forth therein. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base
Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to
Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any
reference in this Agreement to the Registration Statements, the Base Prospectus or the Prospectus Supplement shall each be deemed to refer
to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 6 of
Form F-3 which were filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”) on or before the date
of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this
Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed
to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included,” “described,” “referenced,” “set forth” or
“stated” in the Registration Statements, the Base Prospectus or the Prospectus Supplement (and all other references of like
import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to
be incorporated by reference in the Registration Statements, the Base Prospectus or the Prospectus Supplement, as the case may be. No
stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has
been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by
the Commission.
(6) The Registration Statement
(and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Act. Each of the Registration
Statements and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the 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 Act and the Exchange Act and the applicable Rules and Regulations. Each of the Registration Statement,
the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed
in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents,
when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary
to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus
Supplement), in the light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated
by reference in the Registration Statements, the Base Prospectus, or Prospectus Supplement, when such documents are filed with the Commission,
will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable,
and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement
reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change
in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the
Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Act or (y)
will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Registration
Statements, the Base Prospectus, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which
(x) have not been described or filed as required or (y) will not be filed within the requisite time period.
(7) 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%) or greater
shareholder of the Company, except as set forth in the Registration Statement and SEC Reports.
B. Covenants of the Company.
The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration
Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration
Statement (without exhibits), the Registration Statements, the Base Prospectus, and the Prospectus Supplement, as amended or supplemented,
in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers
has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and
sale of the Securities pursuant to the Placement other than the Registration Statements, the Base Prospectus, the Prospectus Supplement,
the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Act.
SECTION 3. REPRESENTATIONS
OF SPARTAN. Spartan 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 Spartan, (iv) is and will be a body corporate validly existing under the laws of its place of formation; (v) has full power and authority
to enter into and perform its obligations under this Agreement, (vi) in effecting the Placement, the Placement Agent agrees to comply
in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations
and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements), and
(vii) this Agreement has been duly authorized and executed and constitutes a legal, valid and binding agreement of Spartan enforceable
in accordance with its terms,.
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.
(A) This Agreement will remain
in effect until the earlier of (i) the Closing date of the Placement and (ii) the date a party terminates the engagement according with
the terms of the next sentence. The engagement may be terminated by either party on ten (10) days prior written notice to the other party
until a Closing has occurred. Following the final Closing of this Placement, this Agreement will automatically terminate. The date of
termination of this Agreement is referred to herein from time to time as the “Termination Date.” If, within six (6) months
after the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of
the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities other than any warrants
issued in connection with this Agreement) with any of the investors contacted by the Placement Agent in connection with the Placement
(other than Company Introduced Purchasers), provided that such financing is a party introduced to the Company in an offering in which
the Company has direct knowledge of such party’s participation, the Company will pay to the Placement Agent upon the closing of
such financing the compensation set forth in Section 1 upon closing of such financing.
(B) Notwithstanding anything
herein to the contrary, subject to the six (6) months limitation described in Section 5(A) above, the obligation to pay the compensation
and expenses accruing prior to the Termination Date as described in Section 1, Section 4, this Section 5, Sections
8, 9 and 10 and all of Exhibit A attached hereto (the terms of which are incorporated by reference hereto), will
survive any termination or expiration of this Agreement. The termination of this Agreement shall not affect the Company’s obligation to
pay fees to the extent provided for in Section 1 herein and shall not affect the Company’s obligation to reimburse the expenses accruing
prior to such Termination Date to the extent provided for herein. All such accrued fees and reimbursements due shall be paid to the Placement
Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon
the Closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1
hereof).
SECTION 6. SPARTAN INFORMATION.
The Company agrees that any information or advice rendered by Spartan 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 Spartan’s prior written consent.
SECTION 7. NO FIDUCIARY
RELATIONSHIP; SECURITIES AND OTHER LAW COMPLIANCE.
(A) 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 Spartan 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 Spartan hereunder, all of which are hereby expressly waived.
(B) The Company, at its own
expense, will use its best efforts to obtain any registration, qualification or approval required to sell any Securities under the laws
(including U.S. state “blue sky” laws) of any applicable jurisdictions (including those of Canada or any instrumentality thereof).
SECTION 8. CLOSING.
The obligations of the Placement Agent hereunder, and the closing of the sale of the Securities pursuant to the Purchase Agreement are
subject to the accuracy, when made and on each 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 by the Placement Agent:
(A) All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities
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.
(B) The Placement Agent shall
have received as of each Closing Date the favorable opinions of legal counsels to the Company identified in the Purchase Agreement, dated
as of such Closing Date, addressed to the Placement Agent in form and substance satisfactory to the Placement Agent.
(C) (i) Neither the Company
nor any of its subsidiaries shall have sustained, since the date of the latest audited financial statements included or incorporated by
reference in its reports publicly filed with the Commission, any material 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 Purchase Agreement and disclosure schedules thereto and (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 as set forth in or contemplated
by the Purchase Agreement and disclosure schedules thereto, the effect of which, in any such case described in clause (i) or (ii), is,
in the reasonable 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 Purchase Agreement and disclosure schedules
thereto.
(D) Subsequent to the execution
and delivery of this Agreement and up to the Closing Date, there shall not have occurred any of the following: (i) trading in the Company’s
securities generally on the applicable trading market shall have been suspended or minimum or maximum prices or maximum ranges for prices
shall have been established on any such exchange or such market by the Commission or by such exchange or by any other regulatory body
or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities or a
material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the
United States shall have become engaged in hostilities in which it is not currently engaged, the subject of an act of terrorism, there
shall have been an escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency
or war by the United States, or (iv) there shall have occurred any other calamity or crisis or any change in general economic, political
or financial conditions in the United States or elsewhere, if the effect of any such event in clause (iii) or (iv) makes it, in the sole
and reasonable judgment of the Placement Agent, impracticable or inadvisable to proceed with the sale or delivery of the Securities on
the terms and in the manner contemplated by the Purchase Agreement.
(E) 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 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
the business or operations of the Company.
(F) 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.
(G) On or 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.
(H) On or prior to the Closing
Date, the Company’s independent auditor will have furnished the Placement Agent with a comfort letter in form and substance reasonably
acceptable to the Placement Agent and its counsel.
All opinions, letters, evidence
and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the Placement Agent.
SECTION 9. GOVERNING LAW.
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any
conflict of laws provisions therein. 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. Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County
of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may have
or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme
Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.
Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served
in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the
Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall
be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process
upon the Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect effective service
process upon the Placement Agent, in any such suit, action or proceeding. 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, the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
SECTION 10. ENTIRE AGREEMENT/MISC.
This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof except for that certain Financial
Advisory Agreement between Spartan and the Company dated July 13, 2023 which shall remain in full force and effect in accordance with
its terms. 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 both Spartan and the Company.
The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of
the Securities, as applicable. 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. The Company agrees that
the Placement Agent may rely upon, and is a third party beneficiary of, the representations and warranties, and applicable covenants set
forth in any such purchase, subscription or other agreement with the Purchasers in the Placement.
SECTION 11. 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 12. SECURITIES
AND OTHER LAW COMPLIANCE. The Company, at its own expense, will use its best efforts to obtain any registration, qualification or
approval required to sell any securities under the laws (including U.S. state “blue-sky” laws) of any applicable jurisdictions
or any instrumentality thereof.
SECTION 13. PRESS ANNOUNCEMENTS.
The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement
Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial
and other newspapers and journals, in each case at its own expense.
SECTION 14. 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 (“Legal Requirement”)), 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 the Placement Agent or its Representatives in connection with the Placement Agent’s evaluation of the Placement. 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 the Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available to
the Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to the Placement Agent
or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently developed
by the Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company. The term
“Representatives” shall mean the 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. Notwithstanding any of the foregoing, in the event that the Placement Agent or
any of its Representatives are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent and
its Representatives will furnish only that portion of the Confidential Information which the Placement Agent or its Representative, as
applicable, is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information so disclosed.
[Signature Page Follows]
Please confirm that the foregoing
correctly sets forth our agreement by signing and returning to Spartan the enclosed copy of this Agreement.
| Very truly yours, |
|
| |
|
| SPARTAN CAPITAL SECURITIES, LLC |
|
| |
|
| By: |
/s/ Kim Monchik |
|
| Name: |
Kim Monchik |
|
| Title: |
CAO |
|
| |
|
| Address for notice: |
|
| |
|
| Attention: |
|
| Email: |
|
| Accepted and Agreed to as of the date first written above: |
| |
|
| JIUZI HOLDINGS INC. |
| By: |
/s/ Tao Li |
|
| Name: |
Tao Li |
|
| Title: |
Chief Executive Officer |
|
| |
|
|
| Address for notice: |
|
| |
|
| Attention: |
|
| Email: |
|
7
Exhibit 99.3
Jiuzi Holdings
Inc. Announces Pricing of $2.3 Million Registered Direct Offering
HANGZHOU, China, July 17, 2023 (GLOBE NEWSWIRE)
-- Jiuzi Holdings, Inc. (NASDAQ: JZXN; the “Company”), a leading new energy vehicle (NEV) dealership group operating
under the brand name “Jiuzi” in China, today announced that it entered into a securities purchase agreement with certain
institutional investors to purchase $2.3 million worth of its ordinary shares in a registered direct offering.
Under the terms of the securities purchase
agreement, the Company has agreed to sell an aggregate of $2.3 million ordinary shares and/or pre-funded warrants in a registered direct
offering. The purchase price per ordinary share is $1.65 and the purchase price for the pre-funded warrants is identical to the purchase
price for ordinary shares, less the exercise price of $0.01 per share.
The gross proceeds to the Company from the
registered direct offering are estimated to be approximately $2.3 million, before deducting the placement agent’s fees and other estimated
offering expenses. The offering is expected to close on or about July 19, 2023, subject to the satisfaction of customary closing conditions.
Spartan Capital Securities LLC, is acting
as exclusive placement agent for the offering.
The proposed offering of the ordinary shares
and pre-funded warrants described above is being offered by the Company pursuant to a “shelf” registration statement on Form
F-3 (File No. 333- 267617) filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on December
14, 2022, and the accompanying prospectus contained therein.
The offering is being made only by means
of a prospectus supplement and accompanying prospectus. A prospectus supplement describing the terms of the public offering will be filed
with the SEC and will form a part of the effective registration statement. When available, copies of the prospectus supplement
relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov
or from Spartan Capital Securities, LLC, 45 Broadway, New York, NY 10006 or telephone at (877) 772-7818.
This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Jiuzi Holdings, Inc.
Jiuzi Holdings, Inc., headquartered in Hangzhou,
China, and established in 2017, franchises and operates retail stores under the brand name “Jiuzi” to sell New Energy Vehicles
(“NEVs”) in third and fourth-tier cities in China. The Company mainly sells battery-operated electric vehicles and sources
NEVs through more than twenty NEV manufacturers. It has 51 operating franchise stores and one company-owned store. For more information,
visit the Company’s website at http://www.zjjzxny.cn/.
Forward-Looking Statements
All statements other than statements of historical
fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties.
They are based on current expectations and projections about future events and financial trends that the Company believes may affect
its financial condition, results of operations, business strategy, and financial needs, including the expectation that the Offering will
be completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation
to update forward-looking statements to reflect subsequent events, circumstances, or changes in its expectations, except as may be required
by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure
you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from
the anticipated results and encourages investors to review the “Risk Factor” section of the Company’s registration
statement and last annual report on form 20-F and in other filings made by the Company with the U.S. Securities and Exchange Commission
since the filing of such 20-F as these factors may affect its future results.
For more information, please contact:
Stephen Tong
Email: jiuzi@mana-ir.com
SOURCE Jiuzi Holdings, Inc.
Exhibit 99.4
Jiuzi
Holdings Inc. Announces Closing of $2.3 Million Registered Direct Offering
HANGZHOU, China, July 20, 2023 (GLOBE NEWSWIRE) -- Jiuzi Holdings Inc. (NASDAQ: JZXN; the “Company”), a leading new energy vehicle
(NEV) dealership group operating under the brand name “Jiuzi” in China, announced today the closing of its previously
announced registered direct offering to certain institutional investors 1,395,151 of its ordinary shares, par value $0.018 per share,
at a purchase price of $1.65 per share, for gross proceeds of approximately $2.3 million.
After
deducting the placement agent’s commission and other offering expenses payable by the Company, the net proceeds to the Company
were approximately $2 million. The Company intends to use the net proceeds of the offering for working capital and general corporate
purposes.
The
securities described above were offered by the Company pursuant to a “shelf” registration statement on Form F-3 (Registration
No. 333-267617), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) and declared effective
on December 14, 2022. The prospectus supplement, including the amended and restated prospectus supplement, and the accompanying base
prospectus relating to the offering were filed with the SEC on July 19, 2023 and are available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained from Spartan Capital Securities,
LLC, 45 Broadway, New York, NY 10006 or telephone at (877) 772-7818.
Spartan
Capital Securities, LLC, acted as exclusive placement agent for this offering.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.
About
Jiuzi Holdings, Inc.
Jiuzi
Holdings, Inc., headquartered in Hangzhou, China, and established in 2017, franchises and operates retail stores under the brand
name “Jiuzi” to sell New Energy Vehicles (“NEVs”) in third and fourth-tier cities in China. The Company mainly
sells battery-operated electric vehicles and sources NEVs through more than twenty NEV manufacturers. It has 51 operating franchise stores
and one company-owned store. For more information, visit the Company’s website at http://www.zjjzxny.cn/.
Forward-Looking
Statements
All
statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties. They are based on current expectations and projections about future events and financial
trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs, including
the expectation that the Offering will be completed. Investors can identify these forward-looking statements by words or phrases such
as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.
The Company undertakes no obligation to update forward-looking statements to reflect subsequent events, circumstances, or changes in
its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that
actual results may differ materially from the anticipated results and encourages investors to review the “Risk Factor” section
of the Company’s registration statement and last annual report on form 20-F and in other filings made by the Company with the U.S.
Securities and Exchange Commission since the filing of such 20-F as these factors may affect its future results.
For
more information, please contact:
Stephen
Tong
Email: jiuzi@mana-ir.com
SOURCE
Jiuzi Holdings, Inc.
Jiuzi (NASDAQ:JZXN)
Historical Stock Chart
From Apr 2024 to May 2024
Jiuzi (NASDAQ:JZXN)
Historical Stock Chart
From May 2023 to May 2024
