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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 17, 2023
GD Culture Group Limited
(Exact name of Company as specified in charter)
| Nevada |
|
001-37513 |
|
47-3709051 |
(State or other jurisdiction
of incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
c/o GD Culture Group Limited
22F - 810 Seventh Avenue,
New York, NY 10019
(Address of Principal Executive Offices) (Zip
code)
+1-347-2590292
(Company’s Telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction
A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 |
|
GDC |
|
Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive
Agreement.
As previously
reported, on October 31, 2023, GD Culture Group Limited (the “Company”) entered into a securities purchase agreement
(the “Securities Purchase Agreement”), pursuant to which the Company sold an aggregate of 1,436,253 shares of common stock
of the Company, par value $0.0001 per share, (ii) pre-funded warrants to purchase up to an aggregate of 1,876,103 shares of common stock
(the “Pre-Funded Warrants”), and (iii) registered warrants to purchase up to an aggregate of 3,312,356 shares of common stock
(the “Registered Warrants”) to certain purchasers (the “Purchasers”). The purchase price of each Common Share
is $3.019. The purchase price of each Pre-funded Warrant is $3.018, which equals the price per Common Share being sold in the offering,
minus $0.001. The Pre-funded Warrants will be exercisable immediately after issuance and will expire five (5) years from the date of issuance.
The Registered Warrants will be exercisable immediately and will expire five (5) years from the date of issuance. The offering was made
pursuant to a shelf registration statement on Form S-3 (No. 333-254366), which was declared effective by the U.S. Securities
and Exchange Commission on March 26, 2021, and a related prospectus supplement. The transaction was completed on November 3, 2023.
Amendment
On November 17, 2023, the Company entered into
an amendment to the Securities Purchase Agreement with the Purchasers, pursuant to which Exhibit B to the Securities Purchase Agreement
(form of Registered Warrants) was deleted and replaced with an amended and restated the Form of Registered Warrant, to remove Section
2(b) Adjustment Upon Issuance of Common Stock and Section 2(e) Other Events.
The Registered Warrants that were issued to Purchasers
under the Securities Purchase Agreement were returned to and cancelled by the Company on November 17, 2023. Concurrently, the Company
issued amended and restated Registered Warrants to each Purchaser.
A copy of the amendment to the Securities Purchase
Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of amended and
restated form of Registered Warrants is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing descriptions of the terms of the amendment to the Securities Purchase Agreement and the amended and restated form of Registered
Warrants do not purport to be complete descriptions of the rights and obligations thereunder and are qualified in their entirety by reference
to such exhibits.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GD CULTURE GROUP LIMITED |
| |
|
| Date: November 17, 2023 |
By: |
/s/ Xiaojian Wang |
| |
Name: |
Xiaojian Wang |
| |
Title: |
Chief Executive Officer, President and
Chairman of the Board |
3
Exhibit 4.1
FORM OF
AMENDED AND RESTATED
FORM OF COMMON
STOCK PURCHASE WARRANT
Date of Issuance: November [ ], 2023 (“Issuance Date”)
GD Culture Group Limited,
a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [●], the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,
upon exercise of this Common Stock Purchase Warrant (including any Common Stock Purchase Warrants issued in exchange, transfer or replacement
hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time,
on the Expiration Date (as defined below), up to [●] (subject to adjustment as provided herein) shares of common stock of the Company,
par value $0.0001 (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is
issued to Holder pursuant to that certain Securities Purchase Agreement, effective as of October 31, 2023, by and between the Company
and the Holder (the “Securities Purchase Agreement”). This Warrant and the shares of Common Stock exercisable hereunder
have been registered pursuant to the registration statement on Form S-3 (File No. 333-254366) filed with Commission, which became effective
on March 26, 2021.
1. EXERCISE
OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder on any day on or after the Issuance Date in whole or in part, by delivery (whether via facsimile
or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied
by the number of Warrant Shares as to which this Warrant was so exercised (in respect of such specific exercise, the “Aggregate
Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such
Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required
to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect
to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate and issuance
of a new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise
Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate
after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date
on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or e-mail an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer
agent (the “Transfer Agent”). On or before the second (2nd) Trading Day following the date on which the Company has
received such Exercise Notice (the “Required Delivery Date”), the Company shall (i) provided that the Transfer Agent
is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (which the Company
shall cause the Transfer Agent to do at Holder’s request), upon the request of the Holder, credit such aggregate number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account
with DTC through its Deposit or Withdrawal at Custodian system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the
Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise
Notice, a certificate, registered in the Company’s registrar in the name of the Holder or its designee (as indicated in the applicable
Exercise Notice), for the number of shares of the Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s
DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted
in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant is greater
than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder and upon surrender hereof by the
Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three (3) Business
Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section
7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock or scrip representing
fractional shares of Common Stock shall be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to
be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.
(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $3.019, subject to adjustment as provided herein.
(c) Company’s
Failure to Timely Deliver Securities. If the Company fails to issue and deliver (or cause to be delivered) to the Holder by the Required
Delivery Date a certificate representing the Warrant Shares or credit the balance account of Holder or Holder’s nominee with DTC
for such number of Warrant Shares so delivered to the Company, then, in addition to all other remedies available to Holder, at the sole
discretion of Holder, the Company shall:
(i) pay
in cash to Holder on each Trading Day after the Required Delivery Date that the issuance or credit of such Warrant Shares is not timely
effected an amount equal to 1% of the product of (A) the number of shares of Common Stock not so delivered or credited (as the case may
be) to Holder or Holder’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding
the Required Delivery Date; or
(A)
if on or after the Required Delivery Date, Holder (or any other Person in respect, or on behalf, of Holder) purchases (in an open market
transaction or otherwise) Common Stock (“Replacement Common Stock”) to deliver in satisfaction of a sale by Holder
of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion
of the number of shares of Common Stock, that Holder so anticipated receiving from the Company without any restrictive legend, then, within
five (5) Trading Days after Holder’s request and in Holder’s sole discretion, either (A) pay cash to Holder in an amount equal
to Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Replacement
Common Stock (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit
Holder’s balance account shall terminate and such Common Stock shall be cancelled, or (B) promptly honor its obligation to so deliver
to Holder a certificate or certificates or credit Holder’s DTC account representing such number of shares of Common Stock that would
have been so delivered if the Company timely complied with its obligations hereunder and pay cash to Holder in an amount equal to the
excess (if any) of the Buy-In Price over the product of (1) such number of shares of Common Stock that the Company was required to deliver
to Holder by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price of the Common Stock on any Trading Day during
the period commencing on the date Holder purchased Replacement Common Stock and ending on the date of such delivery and payment under
this clause (ii).
To the extent permitted by law, the Company’s
obligations to issue and deliver the shares of Common Stock upon exercise of the Warrant in accordance with the terms hereof are absolute
and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation
or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of the shares of Common Stock. Nothing herein shall limit the
Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the shares of Common Stock
issuable upon exercise of this Warrant as required pursuant to the terms hereof.
(d) Cashless
Exercise. The Holder may in its sole discretion (and without limiting the Holder’s rights and remedies contained herein or in
any of the other Transaction Documents (as defined in the Securities Purchase Agreement)), exercise this Warrant in whole or in part and,
in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise
Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the
following formula (a “Cashless Exercise”):
Net Number = (A x B) / C
For purposes of the foregoing formulas:
| A= | The total number of shares of Common Stock with respect to which this Warrant is then being exercised. |
| B= | The Black Scholes Value (as defined in Section 17 herein). |
| C= | The Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price
is defined in Section 17 herein), but in any event not less than $0.01 (as may be adjusted for stock dividends, subdivisions, or combinations
in the manner described in Section 2(a) herein). |
If Warrant Shares are issued in such a cashless
exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take
on the characteristics of the Warrant being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the
holding period of this Warrant. Assuming (i) the Holder is not an Affiliate of the Company, and (ii) all of the applicable conditions
of Rule 144 promulgated under the Securities Act with respect to Holder and the Warrant Shares are met in the case of such a cashless
exercise, the Company agrees that the Company will use its best efforts to cause the removal of the legend from such Warrant Shares (including
by delivering an opinion of the Company’s counsel to the Company’s transfer agent at its own expense to ensure the foregoing),
and the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior
to removing the legend. The Company agrees not to take any position contrary to this Section 1(d).
(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to
be issued pursuant to the terms hereof (including, without limitation, the Net Number), the Company shall promptly issue to the Holder
the number of Warrant Shares that are not disputed, provided that following such issuance to Holder such dispute shall be resolved in
accordance with Section 14.
(f) Limitations
on Exercises and Exchanges. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable
or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially
own in excess of 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common
Stock outstanding after giving effect to the issuance of shares of Common Stock underlying the Warrant issuable upon exercise of the Warrants
calculated in accordance with Section 13(d) of the 1934 Act (as defined in the Securities Purchase Agreement) (the “Maximum Percentage”).
To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable or exchangeable (vis-à-vis
other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall
be exercisable or exchangeable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation,
be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior
inability to exercise or exchange this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions
of this paragraph with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this paragraph,
beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage
ownership) shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder.
The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial
ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common
Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders
of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within
two (2) Business Days confirm orally and in writing to the Holder the number of Common Stock then outstanding, including by virtue of
any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Common Stock, including, without
limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement.
(g) Reservation
of shares of Common Stock; Insufficient Authorized share of Common Stock. The Company shall initially reserve out of its authorized
and unissued shares of Common Stock a number of shares of Common Stock equal to 200% of the maximum number of shares of Common Stock underlying
the Warrant issuable to satisfy the Company’s obligations to issue shares of Common Stock hereunder, and the Company shall at all
times keep reserved for issuance under this Warrant a number of shares of Common Stock equal to 200% of the maximum number of shares of
Common Stock underlying the Warrant issuable to satisfy the Company’s obligation to issue shares of Common Stock hereunder.
(h) [Reserved].
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as set forth in this Section 2.
(a) Stock
Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date of the Securities
Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding Common Stock or otherwise makes a distribution
on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any share split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding Common Stock into a larger number of shares of Common Stock or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding Common Stock into a smaller number of shares
of Common Stock, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number
of share of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant
to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.
If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then
the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.
(b) [INTENTIONALLY
OMITTED].
(c) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) or (b) of this Section 2, the
number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the
aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).
In addition, and notwithstanding anything to the contrary contained herein, upon a Cashless Exercise as set forth in Section 1(d) hereof,
the number of Warrant Shares for which this Warrant is exercisable immediately following such Cashless Exercise shall be equal to (i)
the number of Warrant Shares for which this Warrant was exercisable immediately prior to such Cashless Exercise less (ii) the number
of Warrant Shares as to which such Cashless Exercise was exercised (such number of Warrant Shares in this clause (ii) in respect of such
Cashless Exercise being equal to “A” in such Cashless Exercise formula in respect of such Cashless Exercise) and the number
of such Warrant Shares issuable hereunder shall automatically be adjusted, as necessary, to enable to the Company to comply with its obligations
to issue the Net Number of shares of Common Stock under Section 1(d)(i) hereof upon any Cashless Exercise thereunder.
(d) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest 1/10000th of cent and the nearest 1/100th
of a share of Common Stock, as applicable. The number of shares of Common Stock outstanding at any given time shall not include Common
Stock owned or held by or for the account of the Company, and the disposition of any such Common Stock shall be considered an issue or
sale of shares of Common Stock.
3. RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, indebtedness, property or options by
way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, provision shall be made so that upon exercise of this Warrant,
the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if
the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such
Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distributions would result
in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent
(or the beneficial ownership of any such Common Stock as a result of such Distribution to such extent) and such Distribution to such extent
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Maximum Percentage).
4. [INTENTIONALLY
OMITTED].
5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all
the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of the Common Stock underlying the Warrant Shares receivable upon the
exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Common Stock upon the exercise of this Warrant,
and (iii) shall, so long as the Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized
and unissued Common Stock, solely for the purpose of effecting the exercise of the Warrant Shares, the maximum number of shares of Common
Stock as shall from time to time be necessary to effect the exercise of the Warrant then outstanding; provided, however, that such amount
of reserved shares of Common Stock shall be limited by the Maximum Percentage of Common Stock as set forth in Section 1(f).
6. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant,
any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the
Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with
the giving thereof to the stockholders.
7. REISSUANCE
OF WARRANTS.
(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may
request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number
of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing
the right to purchase the number of Warrant Shares not being transferred. If, at the time of the surrender of this Warrant in connection
with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or
manner-of-sale restrictions or current public information requirements pursuant to Rule 144 promulgated under the Securities Act, the
Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide
to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
securities under the Securities Act.
(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),
and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable
form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder
a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.
(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares
as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall
be given.
(d) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the
Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the
Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued
in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance
date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions
as this Warrant.
8. [INTENTIONALLY OMITTED].
9. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 5.4 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions
taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting
the generality of the foregoing, the Company will give written notice to the Holder (i) as soon as practicable upon each adjustment of
the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s)
and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any
dividend or distribution upon the Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities
or rights to purchase stock, warrants, securities, indebtedness, or other property pro rata to holders of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information (to
the extent it constitutes, or contains, material, non-public information regarding the Company shall be made known to the public prior
to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation
of any Fundamental Transaction. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise
Notice shall be definitive and may not be disputed or challenged by the Company.
10. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment of any other similar warrant
issued under the Securities Purchase Agreement. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party.
11. SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).
12. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company
in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in
favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
13. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed
to such terms on the Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise
consented to in writing by the Holder.
14. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Closing Bid Price,
the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder
(as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within
two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may
be) or (ii) if no notice gave rise to such dispute, at any time after the Holder or the Company (as the case may be) learned of the circumstances
giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may
be) of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the number of Warrant
Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to
the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed
arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price, the Closing Sale Price, the Closing Bid
Price, the Bid Price or fair market value (as the case may be) to an independent, reputable investment bank selected by the Holder, with
the consent of the Company (which may not be unreasonably withheld, conditioned or delayed), or (b) if acceptable to the Holder, the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense
the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify
the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations
or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may
be) shall be binding upon all parties absent demonstrable error. The fees and expenses of such investment bank or accountant shall be
borne by the parties in the same proportion as the respective amounts by which the investment bank’s or accountant’s determination
differs from such party’s calculation.
15. REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and
in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages
for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization
concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments,
exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event
of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.
The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm
the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2
hereof). The issuance of Common Stock and certificates for Common Stock as contemplated hereby upon the exercise of this Warrant shall
be made without charge to the Holder or such shares of Common Stock for any issuance tax or other costs in respect thereof, provided that
the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery
of any certificate in a name other than the Holder or its agent on its behalf.
16. TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.
17. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Bid
Price” means, for any security as of the particular time of determination, the bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the
foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time
of determination, the average of the bid prices of all of the market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security
as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree
upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 14. All
such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during such period.
(b) “Black
Scholes Value” means the Black Scholes value of an option for one share of Common Stock at the date of the applicable Cashless
Exercise, as such Black Scholes value is determined, calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share of Common Stock equal to the Exercise Price, as adjusted, (ii) a risk-free
interest rate corresponding to the U.S. Treasury rate, (iii) a strike price equal to the Exercise Price in effect at the time of the applicable
Cashless Exercise, (iv) an expected volatility equal to 135%, and (v) a deemed remaining term of the Warrant of five (5) years (regardless
of the actual remaining term of the Warrant).
(c) “Black
Scholes Value – Consideration” means the value of the applicable Option or Convertible Security (as the case may be) as
of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately
preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible
Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining
term of such Option or Convertible Security (as the case may be) as of the date of issuance of such Option or Convertible Security (as
the case may be) and (iii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function
on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of
such Option or Convertible Security (as the case may be).
(d) “Black
Scholes Value – FT” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s
request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share of Common Stock equal to the greater of (A) the highest Closing Sale
Price of the Common Stock during the period beginning on the Trading Day immediately preceding the earliest to occur of (1) the public
disclosure of the applicable Fundamental Transaction, (2) the consummation of the applicable Fundamental Transaction and (3) the date
on which the Holder first became aware of the applicable Fundamental Transaction and ending on the Trading Day of the Holder’s request
pursuant to Section 4(c) and (B) the sum of the price per share of Common Stock being offered in cash in the applicable Fundamental Transaction
(if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike
price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the greater of (A) the remaining term of this Warrant as of the date
of the Holder’s request pursuant to Section 4(c) and (B) the remaining term of this Warrant as of the date of consummation of the
applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 4(c) if such request is prior to
the date of the consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of 135% and
the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading
Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction, (B) the consummation
of the applicable Fundamental Transaction and (C) the date on which the Holder first became aware of the applicable Fundamental Transaction.
(e) “Bloomberg”
means Bloomberg, L.P.
(f) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or
required by law to remain closed.
(g) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and
the last closing trade price, respectively, for such security on the principal securities exchange or trading market where such security
is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the average of the bid prices, or the ask prices, respectively,
of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets
LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of
such security, then such dispute shall be resolved in accordance with the procedures in Section 14. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.
(h) “Convertible
Securities” means any capital stock or other security of the Company that is at any time and under any circumstances directly
or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital
stock or other security of the Company (including, without limitation, the Common Stock).
(i) “Transfer
Agent” means Continental Stock Transfer & Trust Company, with a mailing address of 1 State Street, 30th Floor, New York,
NY 10004, and any successor transfer agent of the Company.
(j)
“Trading Market” means the New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global
Market or the Nasdaq Capital Market.
(k) “Expiration
Date” means November [ ], 2028 or, if such date falls on a day other than a Business Day or on which trading does not take place
on the principal securities exchange or trading market where the Common Stock is listed (a “Holiday”), the next date
that is not a Holiday.
(l) “Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate
or merge with or into (whether or not the Company is the surviving entity) any other Person unless the stockholders of the Company immediately
prior to such consolidation or merger continue to hold more than 50% of the outstanding shares of Voting Stock after such consolidation
or merger, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or
assets to any other Person, in connection with which the Company is dissolved, or (3) allow any other Person to make a purchase, tender
or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons
making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person
whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of
Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person” or “group”
(as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder)
is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of
the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company; provide however that a Fundamental
Transaction shall not include the Merger.
(m) “Options”
means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.
(n) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on a Trading Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(o) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.
(p) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.
(q) “Trading
Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which the Common
Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours
or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange
or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00
p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations
other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto)
is open for trading of securities.
(r) “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the
general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of
such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power
by reason of the happening of any contingency).
(s) “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the principal securities exchange
or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply,
the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if
no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the three highest closing
bid prices and the three lowest closing ask prices of all of the market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such security on such date on any of the foregoing
bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 14. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock
combination or other similar transaction during such period.
[Signature Page Follows]
IN WITNESS WHEREOF, the
Company has caused this Common Stock Purchase Warrant to be duly executed as of the Issuance Date set out above.
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GD CULTURE GROUP LIMITED |
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By: |
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Name: |
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Title: |
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EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS COMMON STOCK PURCHASE WARRANT
GD CULTURE GROUP
LIMITED
The undersigned holder
hereby exercises the right to purchase ______ shares of Common Stock (“Warrant Shares”), par value $0.0001 per
share, of GD Culture Group Limited, a Nevada company (the “Company”), evidenced by Common Stock Purchase Warrant
No. ____ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.
1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:
| ____________ | a “Cash Exercise” with respect to _______ Warrant Shares; and/or |
| ____________ | a “Cashless Exercise” with respect to _______ Warrant Shares. |
In the event that the Holder
has elected a Cashless Exercise with respect to some or all of the Warrant Shares, the Holder represents and warrants that the shares
of Common Stock are to be delivered pursuant to such Cashless Exercise, as further specified in Annex A to this Exercise Notice.
2. Payment of Exercise
Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the Holder shall
pay the Aggregate Exercise Price in the sum of $ to the Company in accordance with the terms of the Warrant.
3. Delivery of Warrant
Shares and Net Number of Shares of Common Stock. The Company shall deliver to Holder, or its designee or agent as specified below,
shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit,
to the following address:
Date: ___________,____
______________________________________
| Name of Registered Holder |
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| By: |
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Name: |
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Title: |
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Account Number:____________________ (if electronic book
entry transfer)
Transaction Code Number:______________ (if electronic
book entry transfer)
ANNEX A TO EXERCISE
NOTICE CASHLESS EXERCISE EXCHANGE CALCULATION
TO BE FILLED IN
BY THE REGISTERED HOLDER TO EXCHANGE THE COMMON STOCK PURCHASE WARRANT TO IN A CASHLESS EXERCISE PURSUANT TO SECTION 1(d) OF THE WARRANT
Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.
[ ] Net Number = (A x B)/C = shares of Common Stock
OR
[ ]
Net Number = (C - D) x A / C
For purposes of the foregoing formula:
| A= | the total number of shares of Common Stock with respect to which the
Warrant is then being exercised = __________ . |
| B= | Black Scholes Value(as defined in Section 17 of the Warrant) = __________. |
| C= | the Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price
is defined in Section 17 of the Warrant) = __________. |
Date: __________,_____
______________________________________
| Name of Registered Holder |
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| By: |
|
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Name: |
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Title: |
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EXHIBIT B
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs _____________ to issue the above indicated number of share of Common Stock in accordance
with the Transfer Agent Instructions dated _____________, 20______, from the Company and acknowledged and agreed to by ________________.
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GD CULTURE GROUP LIMITED |
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By: |
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Name: |
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Title: |
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Exhibit 10.1
FORM OF AMENDMENT TO SECURITIES PURCHASE
AGREEMENT
This Amendment to Securities Purchase Agreement
(this “Amendment”), dated as of November 17, 2023, is by and between GD Culture Group Limited, a Nevada corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,
a “Purchaser” and collectively the “Purchasers”).
WHEREAS, the Company and the Purchasers
entered into that Securities Purchase Agreement dated as of October 31, 2023 (the “SPA”);
WHEREAS, on November 7, 2023, the Company
received comments from staff of The Nasdaq Stock Market LLC (the “Staff”) on the form of registered warrant described
and sold under the SPA (the “Form of Registered Warrant”);
WHEREAS, the Company and the Purchasers
wish to amend the Form of Registered Warrant to address the Staff’s comments.
NOW, THEREFORE, in consideration of the
foregoing and the respective covenants and agreements set forth herein, the parties hereto agree as follows:
1. Exhibit B to the SPA- Form of Registered
Warrant is deleted and replaced in its entirety with the Amended and Restated Form of Registered Warrant, attached as hereto.
2. The registered warrants that have been
issued to Purchasers under the SPA shall be returned to and cancelled by the Company on the date of this Amendment. Concurrently, the
Company shall issue new warrants in the Amended and Restated Form of Registered Warrant to each Purchaser.
3. Capitalized terms not otherwise defined
herein shall the respective meanings ascribed to them in the SPA.
4. Except as herein above amended, the
terms and provisions of the SPA as amended shall remain in full force and effect.
5. This Amendment may be executed in any
number of counterparts, each of which shall be considered an original for all purposes.
6. This Amendment shall extend to and be
binding upon the heirs, executors, administrators, successors, and assigns of each of the parties hereto.
7. This Amendment shall be governed by
and construed in accordance with the internal laws of the State of New York.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
| GD CULTURE GROUP LIMITED |
|
Address for Notice: |
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810 Seventh Avenue, 22nd Floor |
| By: |
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New York, NY 10019 |
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Name: |
Xiaojian Wang |
|
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Title: |
Chief Executive Officer |
|
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With a copy to (which shall not constitute notice):
Ortoli Rosenstadt LLP
366 Madison Avenue, Third Floor
New York, NY 10017
Attention: Mengyi “Jason” Ye
Email: jye@orllp.legal
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASERS FOLLOWS]
[PURCHASER SIGNATURE PAGES TO THE AMENDMENT]
IN WITNESS WHEREOF, the undersigned
have caused this Amendment to the Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.
Name of Purchaser: _________________________________________________________
Signature of Authorized Signatory of Purchaser:
__________________________________
Name of Authorized Signatory: _______________________________________________
Title of Authorized Signatory: ________________________________________________
Email Address of Authorized Signatory:________________________________________
Facsimile Number of Authorized Signatory: _____________________________________
Address for Notice to Purchaser (if not same as address for notice
in the SPA):
Address for Delivery of Pre-Funded Warrants to Purchaser (if not same
as address for notice):
| Subscription Amount as stated in the SPA: |
_______________________ |
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| Shares as stated in the SPA: |
________________________ |
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| Beneficial Ownership Blocker: |
________________________ |
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| Pre-Funded Warrants as stated in the SPA: |
________________________ |
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| Beneficial Ownership Blocker: |
________________________ |
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| Employer Identification Number: |
________________________ |
v3.23.3
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| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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