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 February 2024.
Commission File Number 0-26046
China Natural Resources, Inc.
(Translation of registrant's name into English)
Room 2205, 22/F, West Tower, Shun Tak Centre,
168-200 Connaught Road Central, Sheung Wan,
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files of will file
annual reports under cover of Form 20-F or Form 40-F. Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This report on Form 6-K is hereby incorporated by reference into the Registration
Statement on Form F-3 (File No. 333-268454) of China Natural Resources, Inc. (the “Company,” “we,” “us,”
and “our”).
Registered Direct Offering of Common Shares and Warrants with Certain
Institutional Investors
On February 16, 2024, the Company entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company
agreed to issue and sell, (i) in a registered direct offering, up to an aggregate of 1,487,870 of common shares, no par value (the “Shares”)
of the Company at a per Share purchase price of $2.20 (the “Registered Offering”), and (ii) in a concurrent private placement,
warrants initially exercisable for the purchase of an aggregate of 1,115,903 common shares of the Company (the “Investors Warrants”),
for gross proceeds of approximately $3.27 million, before deducting fees to the placement agent and other estimated offering expenses
payable by the Company.
The Investors Warrants are exercisable immediately as of the date of issuance
until 42 months after the date of issuance at an initial exercise price of $3.00 per share. The exercise price of the Investors Warrants
is subject to full-ratchet anti-dilution adjustment in the case of future issuances of common shares of the Company below the Investors
Warrants’ exercise price then in effect, as well as customary adjustment in case of stock splits, stock dividends, stock combinations
and similar recapitalization transactions. A holder of the Investors Warrants also will have the right to exercise such warrants on a
cashless basis if the registration statement or prospectus contained therein is not available for the issuance of all common shares issuable
upon exercise thereof. The exercisability of the Investors Warrants may also be limited if, upon exercise, the holder and its affiliates
would in aggregate beneficially own more than 4.99% or 9.99% of the Company’s common shares, which percentage shall be elected by
the holder on or prior to the issuance date.
Pursuant to the provisions of the Purchase Agreement, the Company and
the Investors have agreed that: (i) subject to certain exceptions, the Company will not, within the 60 calendar days following the closing
of this offering enter into any agreement to issue or announce the issuance or disposition or proposed issuance or disposition of any
securities (each, a “Subsequent Placement”); (ii) within one year following the execution of the Purchase Agreement, the
Company will not enter into an agreement to effect a “Variable Rate Transaction,” as that term is defined in the Purchase
Agreement; and (iii) within one year following the closing of this offering, the Company shall not effect any Subsequent Placement unless
the Investors are offered a participation right, subject to certain terms and conditions as set forth in the Purchase Agreement, to subscribe,
on a pro rata basis, up to 35% of the securities offered in the Subsequent Placement.
FT Global Capital, Inc. (the “Placement Agent”) acted as the
exclusive placement agent in connection with the Registered Offering and the Private Placement pursuant to the terms of a placement agency
agreement, dated February 16, 2024, between the Company and Placement Agent (the “Placement Agency Agreement”). Pursuant to
the Placement Agency Agreement, the Company agreed to pay Placement Agent a cash fee equal to eight percent (8%) of the aggregate proceeds
received by the Company from the sale of its securities to investors introduced to the Company by the Placement Agent. Placement Agent
is also entitled to additional tail compensation for any financings consummated within the 12-month period following the termination of
the Placement Agent Agreement to the extent that such financing is provided to the Company by investors that the Placement Agent had introduced
to the Company. In addition to the cash fee, the Company agreed to issue to the Placement Agent warrants to purchase an aggregate of up
to five percent (5%) of the aggregate number of Shares sold in the Registered Offering (the “Placement Agent Warrants”). The
Placement Agent Warrants shall generally be on the same terms and conditions as the Investors Warrants except that they will be exercisable
at a price of $2.20 per share.
The Shares are being offered by the Company pursuant to an effective shelf
registration statement on Form F -3, which was filed with the Securities and Exchange Commission on November 18, 2022 and was declared
effective on February 10, 2023 (File No. 333-268454).
The foregoing descriptions of the Purchase Agreement, the Placement Agency
Agreement, Investors Warrant and Placement Agent Warrant do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements, copies or forms of which are attached hereto as Exhibits 4.1, 4.2, 2.1 and 2.2, respectively, and
are incorporated herein by reference.
The Company intends to use the net proceeds from this offering for working
capital and general corporate purposes. This offering is expected to close on or about February 21, 2024, subject to satisfaction of customary
closing conditions.
This Current Report on Form 6-K does not constitute an offer to sell any
securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Press Release
On February 16, 2024, the Company issued a press release announcing the
offering, a copy of which is attached hereto as Exhibit 15.3.
EXHIBIT INDEX
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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CHINA NATURAL RESOURCES, INC.
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| Date: February 21, 2024 |
By: |
/s/ Wong Wah On Edward |
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Wong Wah On Edward |
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Chairman, President and Chief Executive Officer |
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Exhibit 2.1
NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON SHARE PURCHASE WARRANT
CHINA
NATURAL RESOURCES, INC.
| Warrant Shares: [●] |
Initial Exercise Date: [●] |
THIS COMMON SHARE PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
[˜] (the “Initial Exercise Date”) and on or prior to 5:00 p.m.
(New York City time) on [●]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase
from CHINA NATURAL RESOURCES, INC., a British Virgin Islands business company (the “Company”), up to [●]2
common shares, without par value, of the Company (the “Common Shares”) (the Common Shares issuable hereunder,
as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1.Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated [●], 2024, among the Company and the purchasers signatory thereto. In addition,
the following terms have the meanings indicated in this Section 1:
“Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or
sale (or deemed issuance or sale in accordance with Section 3(b)) of Common Shares (other than rights of the type described in Section
3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to,
such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).
___________________
1 Insert
3.5 year anniversary of the Initial Exercise Date
2 75%
coverage
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed
or quoted on a Trading Market, the bid price of the Common Shares for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are then listed on OTCQB or OTCQX, the volume weighted
average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares
are not then listed or quoted for trading on a Trading Market, OTCQB or OTCQX and if prices for the Common Shares are then reported in
the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases, the fair market
value of a Common Share as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of
the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Trading Market, as
reported by Bloomberg L.P., or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing
trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg L.P., or, if the
Trading Market is not the principal securities exchange or trading market for such security, the last trade price of such security on
the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg L.P., or if the foregoing
does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg L.P., or, if no last trade price is reported for such security by Bloomberg L.P., the average of the ask prices
of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions
of reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder.
All such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction
during such period.
“Convertible
Securities” means any shares or other security (other than Options) 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 Common
Shares.
“Exempt
Issuance” means the issuance of (a) Common Shares or Options to employees, officers or directors of the Company pursuant to
any share or Option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (b) securities
upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into Common Shares issued and outstanding on the date of the Purchase Agreement, provided that such securities have
not been amended since the date of the Purchase 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 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 current business of the Company
at such time 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.
“Options”
means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date)
on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the Common Shares are then listed or quoted on OTCQB or OTCQX,
the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Shares are not then listed or quoted for trading on a Trading Market, OTCQB or OTCQX and if prices for the Common Shares
are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the daily volume weighted average price of the Common Shares for such date (or the nearest preceding
date), or (d) in all other cases, the fair market value of a Common Share as determined by an independent appraiser selected in good
faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.
Section 2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made,
in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the
Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form
annexed hereto (the “Notice of Exercise”, and each such date, an “Exercise Date”). Within the earlier
of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)
herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified
in the applicable Notice of Exercise by wire transfer unless the cashless exercise procedure specified in Section 2(c) below is specified
in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. Notwithstanding the foregoing,
with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial
Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver
the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date
shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in
the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on
the face hereof.
b)
Exercise Price. The exercise price per Warrant Share under this Warrant shall be $3.00,
subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement
registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled
to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of
Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP
on the Trading Day immediately preceding the date of the applicable Notice of Exercise, or (z) the Bid Price of the Common Shares on the
principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise
if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section
2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day
and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”
on such Trading Day;
(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and
(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.
If
Warrant 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 Warrants being exercised, and the holding period of the Warrant
Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary
to this Section 2(c).
Notwithstanding anything
herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this
Section 2(c).
d)
Mechanics of Exercise.
| i. | Delivery of Warrant Shares Upon Exercise. The Company shall cause
the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s
or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder
without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise
by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1)
Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard
Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, 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 of delivery of the Warrant Shares,
provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of
(i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice
of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant
Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant
Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading
Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after
such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain
a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. |
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part,
the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder
the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such
exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any,
by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at
the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an
aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Shares upon exercise of the
Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase
upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the Exercise Price or round up to the next whole share.
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the
Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes
and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names
as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its shareholder books or records in any manner
which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common
Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by
the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding
Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may
be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting
forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading
Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding
Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported.
The “Beneficial Ownership Limitation” shall be [4.99] [9.99]3% of the number of shares of the Common Shares
outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon
notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the
Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares outstanding immediately after
giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e)
shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after
such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
_________________________
3 [As elected by such Holder by e-mail notice to the Company on or prior
to the Initial Exercise Date.]
Section 3 .Certain
Adjustments.
a)
Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding:
(i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Common Shares or any other equity or equity
equivalent securities payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by
way of reverse share split) outstanding Common Shares into a smaller number of shares, or (iv) issues by reclassification of shares of
the Common Shares any share capital of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of Common Shares outstanding immediately after such event, and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
Adjustment Upon Issuance of Common Shares. If and whenever on or after the Initial Exercise
Date, the Company grants, issues or sells, (or enters into any agreement to grant, issue or sell), or in accordance with this Section
3(b) is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the
account of the Company, but excluding any Exempt Issuances issued or sold or deemed to have been issued or sold) for a consideration per
share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such
issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”)
(the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect
shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining
the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:
i.
Issuance of Options. If the Company in any manner grants, issues or sells any Options and
the lowest price per share for which one Common Share is issuable upon the exercise of any such Option or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such Common Share shall be deemed to be outstanding and to have been issued and sold by the Company at the
time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest
price per share for which one Common Share is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of
any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal
to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to
any one Common Share upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or
exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest
exercise price set forth in such Option for which one Common Share is issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or
payable to the holder of such Option (or any other Person) upon the granting, issuance or sale such Option, upon exercise of such Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other
consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated
below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Shares or of such Convertible
Securities upon the exercise of such Options or upon the actual issuance of such Common Shares upon conversion, exercise or exchange of
such Convertible Securities.
ii.
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible
Securities and the lowest price per share for which one Common Share is issuable upon the conversion, exercise or exchange thereof is
less than the Applicable Price, then such Common Share shall be deemed to be outstanding and to have been issued and sold by the Company
at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii),
the “lowest price per share for which one Common Share issuable upon the conversion, exercise or exchange thereof or otherwise pursuant
to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to one Common Share upon the issuance or sale of the Convertible Security and upon conversion,
exercise or exchange of such Convertible Security and (y) the lowest conversion price set forth in such Convertible Security for which
one Common Share is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder
of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other
consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except
as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Shares upon conversion,
exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise
of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except
as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
iii.
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for
in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities,
or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Shares increases or decreases
at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to
in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which
would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold.
For purposes of this Section 3(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Initial Exercise
Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security
and the Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date
of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an increase
of the Exercise Price then in effect.
iv.
Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment
Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined
by the Holder, the “Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary
Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction,
the aggregate consideration per Common Share with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase
price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one Common
Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above
and (z) the lowest VWAP of the Common Shares on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”)
immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released
prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading
Day period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period, solely with respect to such
portion of this Warrant converted on such applicable Exercise Date, such applicable Adjustment Period shall be deemed to have ended on,
and included, the Trading Day immediately prior to such Exercise Date). If any Common Shares, Options or Convertible Securities are issued
or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration
received by the Company therefor. If any Common Shares, Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be
the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.
If any Common Shares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger
in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such Common Shares, Options or Convertible Securities
(as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by
the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading
Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company
and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and
expenses of such appraiser shall be borne by the Company.
v.
Record Date. If the Company takes a record of the holders of Common Shares for the purpose
of entitling them (A) to receive a dividend or other distribution payable in Common Shares, Options or in Convertible Securities or (B)
to subscribe for or purchase Common Shares, Options or Convertible Securities, then such record date will be deemed to be the date of
the issuance or sale of the Common Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or purchase (as the case may be).
vi.
Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant,
with the prior written consent of the Holder, but subject to the approval of the principal Trading Market, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above,
if at any time the Company grants, issues or sells any Common Share Equivalents or rights to purchase shares, warrants, securities or
other property pro rata to the record holders of any class of Common Shares (“Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall
declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way
of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of Common Shares 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 Distribution would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution,
such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company
(or any Subsidiary), directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with
or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct
or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Shares or 50% or more of the voting power of the common equity of the Company,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged
for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a
stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,
merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the
outstanding Common Shares or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation
of such Fundamental Transaction; provided, however, if the Fundamental Transaction is not within the Company's control,
including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor
Entity, the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Shares of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of Common Shares
are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,
further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction,
such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following
such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant
based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. determined as of the day
of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function
on Bloomberg L.P. as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the
underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash,
if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x)
the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to
the consummation of such Fundamental Transaction, (D) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (E) a 365 day annualization factor, and (F) a zero cost of borrow.
The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s
election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause
any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the
provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved
by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of share capital of such Successor Entity (or its parent
entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on
the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such share capital (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the
value of such share capital, such number of shares in such share capital and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the
same effect as if such Successor Entity had been named as the Company herein.
f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding
as of a given date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.
g)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price or the number Warrant Shares subject
to the Warrant is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile
or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares
and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe
for or purchase any share capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Common Shares, any consolidation or merger to which the Company (or any of its Subsidiaries)
is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Shares
are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the
Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of
which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchange
their shares of the Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall
not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided pursuant
to this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to Form 6-K report. The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.
h)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market,
the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Section 4 ..Transfer
of Warrant.
a)
Transferability. Subject to compliance with any applicable securities laws and the conditions
set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder
(including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may
be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the
initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by
the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
Section 5 ..[Intentionally
Omitted]
Section 6 ..Miscellaneous.
a)
Currency. Unless otherwise indicated, all dollar amounts referred to in this Warrant are in
United States Dollars (“U.S. Dollars”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts
denominated in other currencies shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date
of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant
to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street Journal (New York edition) on the relevant date of calculation.
b)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3.
c)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,
in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate,
if mutilated, the Company will make and deliver a new Warrant or certificate of like tenor and dated as of such cancellation, in lieu
of such Warrant or certificate.
d)
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.
e)
Authorized Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant (the “Required
Reserve Amount”). The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed.
The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be
duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
If, notwithstanding the
foregoing, and not in limitation thereof, at any time while any of the Warrants remain outstanding the Company does not have a sufficient
number of authorized and unreserved Common Shares to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized Common
Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its shareholders for the approval of an increase in the number of authorized Common Shares. In connection with such meeting, the Company
shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such
increase in authorized Common Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal.
In the event that the Company is prohibited from issuing Common Shares upon an exercise of this Warrant due to the failure by the Company
to have sufficient Common Shares available out of the authorized but unissued Common Shares (such unavailable number of Common Shares,
the “Authorization Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company
shall pay cash in exchange for the cancellation of such portion of this Warrant exercisable into such Authorization Failure Shares at
a price equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price
of the Common Shares on any Trading Day during the period commencing on the date the Holder delivers the applicable Notice of Exercise
with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under this Section
6(e) and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction
of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder
incurred in connection therewith.
Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
| f) | 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 waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 9(f) of the Securities
Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. 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, to realize on
any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. The
Company hereby appoints [ ] as its agent for service of process in New York. If service of process is effected pursuant to the above sentence,
such service will be deemed sufficient under New York law and the Company shall not assert otherwise. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate
to preclude 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 such Buyer 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. The choice of the laws of the State of New York as the governing
law of this Warrant is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent
jurisdiction in the British Virgin Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which
are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under
the laws of the British Virgin Islands. The choice of laws of the State of New York as the governing law of this Warrant will be honored
by competent courts in the People’s Republic of China, subject to compliance with relevant People’s Republic of China civil
procedural requirements. The Company or any of their respective properties, assets or revenues does not have any right of immunity under
British Virgin Islands, the People’s Republic of China or New York law, from any legal action, suit or proceeding, from the giving
of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any British Virgin
Islands and the People’s Republic of China, New York or United States federal court, from service of process, attachment upon or
prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or
any other matter under or arising out of or in connection with this Warrant; and, to the extent that the Company, or any of its properties,
assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may
at any time be commenced, the Company hereby waives such right to the extent permitted by law and hereby consents to such relief and enforcement
as provided in this Warrant and the other Transaction Documents. |
g)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of
this Warrant, if not registered, and the Holder does not utilize cashless exercise, may have restrictions upon resale imposed by state
and federal or foreign securities laws.
h)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.
Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply
with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those
of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.
i)
Notices. Any notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.
j)
Disclosure. Upon delivery by the Company to the Holder (or receipt by the Company from the
Holder) of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating
to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall
on or prior to 9:00 am, New York city time on the Business Day immediately following such notice delivery date, publicly disclose such
material, non-public information on a Report of Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes
that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate
to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the
absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder),
the Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public information
relating to the Company or any of its Subsidiaries. Nothing contained in this Section 6 shall limit any obligations of the Company, or
any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement.
k)
Absence of Trading and Disclosure Restrictions. The Company acknowledges and agrees that the
Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of
any information provided by the Company or (b) refrain from trading any securities while in possession of such information in the absence
of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading
restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely
trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading
activity, and may disclose any such information to any third party.
l)
Payment of Collection, Enforcement and Other Costs. If (a) this Warrant is placed in the hands
of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action
to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization,
receivership of the company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then
the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.
m)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by
the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
n)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby
agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
o)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights
and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company
and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from
time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
p)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.
q)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Warrant.
r)
Headings. The headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
|
CHINA NATURAL RESOURCES, INC.
|
|
By:__________________________________________
Name:
Title:
|
NOTICE OF EXERCISE
To:CHINA
NATURAL RESOURCES, INC.
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the
terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
[ ] in lawful money
of the United States; or
[ ] if permitted the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified
below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing
Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby assigned to
| Name: |
|
| |
(Please Print) |
| Address: |
|
|
Phone Number:
Email Address: |
(Please Print)
______________________________________
______________________________________ |
| Dated: _______________ __, ______ |
|
| Holder’s Signature: |
|
| Holder’s Address: |
|
Exhibit 2.2
NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
THE WARRANT AND WARRANT SHARES SHALL
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION
THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES BY ANY PERSON FOR A PERIOD OF 180 DAYS IMMEDIATELY FOLLOWING
THE COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO WHICH THE WARRANTS WERE ISSUED, EXCEPT AS PROVIDED IN FINRA RULE 5110(E)(2).
COMMON SHARE PURCHASE WARRANT
CHINA
NATURAL RESOURCES, INC.
| Warrant Shares: [•] |
Initial Exercise Date: [•] |
THIS COMMON SHARE PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, [•]or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
[•] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•] (the “Termination
Date”) but not thereafter, to subscribe for and purchase from CHINA NATURAL RESOURCES, INC., a British Virgin Islands
business company (the “Company”), up to [•] common shares, without par value, of the Company (the “Common
Shares”) (the Common Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Shares”).
The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated February 16, 2024, among the Company and the purchasers signatory thereto. This Warrant
is being issued pursuant to the Placement Agent Agreement between the Company and FT Global Capital, Inc. dated February 16, 2024 (the
“PA Agreement”). In addition, the following terms have the meanings indicated in this Section 1:
“Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or
sale (or deemed issuance or sale in accordance with Section 3(b)) of Common Shares (other than rights of the type described in Section
3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to,
such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed
or quoted on a Trading Market, the bid price of the Common Shares for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are then listed on OTCQB or OTCQX, the volume weighted
average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares
are not then listed or quoted for trading on a Trading Market, OTCQB or OTCQX and if prices for the Common Shares are then reported in
the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases, the fair market
value of a Common Share as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of
the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Trading Market, as
reported by Bloomberg L.P., or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing
trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg L.P., or, if the
Trading Market is not the principal securities exchange or trading market for such security, the last trade price of such security on
the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg L.P., or if the foregoing
does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg L.P., or, if no last trade price is reported for such security by Bloomberg L.P., the average of the ask prices
of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions
of reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder.
All such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction
during such period.
“Convertible
Securities” means any shares or other security (other than Options) 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 Common
Shares.
“Exempt
Issuance” means the issuance of (a) Common Shares or Options to employees, officers or directors of the Company pursuant to
any share or Option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (b) securities
upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into Common Shares issued and outstanding on the date of the Purchase Agreement, provided that such securities have
not been amended since the date of the Purchase 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 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 current business of the Company
at such time 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.
“Options”
means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date)
on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the Common Shares are then listed or quoted on OTCQB or OTCQX,
the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Shares are not then listed or quoted for trading on a Trading Market, OTCQB or OTCQX and if prices for the Common Shares
are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the daily volume weighted average price of the Common Shares for such date (or the nearest preceding
date), or (d) in all other cases, the fair market value of a Common Share as determined by an independent appraiser selected in good
faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.
Section 2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made,
in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the
Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form
annexed hereto (the “Notice of Exercise”, and each such date, an “Exercise Date”). Within the earlier
of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)
herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified
in the applicable Notice of Exercise by wire transfer unless the cashless exercise procedure specified in Section 2(c) below is specified
in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. Notwithstanding the foregoing,
with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial
Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver
the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date
shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in
the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on
the face hereof.
b)
Exercise Price. The exercise price per Warrant Share under this Warrant shall be $2.20,
subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement
registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled
to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of
Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP
on the Trading Day immediately preceding the date of the applicable Notice of Exercise, or (z) the Bid Price of the Common Shares on the
principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise
if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section
2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day
and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”
on such Trading Day;
(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and
(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.
If
Warrant 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 Warrants being exercised, and the holding period of the Warrant
Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary
to this Section 2(c).
Notwithstanding anything
herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this
Section 2(c).
d)
Mechanics of Exercise.
| i. | Delivery of Warrant Shares Upon Exercise. The Company shall cause
the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s
or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder
without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise
by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1)
Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard
Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, 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 of delivery of the Warrant Shares,
provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of
(i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice
of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant
Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant
Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading
Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after
such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain
a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. |
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part,
the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder
the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such
exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any,
by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at
the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an
aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Shares upon exercise of the
Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase
upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the Exercise Price or round up to the next whole share.
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the
Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes
and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names
as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its shareholder books or records in any manner
which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the
Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such
Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Share
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section
2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to
any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely
on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the
Company shall within one Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding.
In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be [4.99] [9.99]1%
of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon
exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder
and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective
until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion
hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply
to a successor holder of this Warrant.
___________________________
1 [As elected by such Holder
by e-mail notice to the Company on or prior to the Initial Exercise Date.]
Section 3. Certain
Adjustments.
a)
Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding:
(i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Common Shares or any other equity or equity
equivalent securities payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by
way of reverse share split) outstanding Common Shares into a smaller number of shares, or (iv) issues by reclassification of shares of
the Common Shares any share capital of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of Common Shares outstanding immediately after such event, and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
Adjustment Upon Issuance of Common Shares. If and whenever on or after the Initial Exercise
Date, the Company grants, issues or sells, (or enters into any agreement to grant, issue or sell), or in accordance with this Section
3(b) is deemed to have issued or sold, any Common Shares (including the issuance or sale of Common Shares owned or held by or for the
account of the Company, but excluding any Exempt Issuances issued or sold or deemed to have been issued or sold) for a consideration per
share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such
issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”)
(the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect
shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining
the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:
i.
Issuance of Options. If the Company in any manner grants, issues or sells any Options and
the lowest price per share for which one Common Share is issuable upon the exercise of any such Option or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such Common Share shall be deemed to be outstanding and to have been issued and sold by the Company at the
time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest
price per share for which one Common Share is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of
any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal
to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to
any one Common Share upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or
exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest
exercise price set forth in such Option for which one Common Share is issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or
payable to the holder of such Option (or any other Person) upon the granting, issuance or sale such Option, upon exercise of such Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other
consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated
below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Shares or of such Convertible
Securities upon the exercise of such Options or upon the actual issuance of such Common Shares upon conversion, exercise or exchange of
such Convertible Securities.
ii.
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible
Securities and the lowest price per share for which one Common Share is issuable upon the conversion, exercise or exchange thereof is
less than the Applicable Price, then such Common Share shall be deemed to be outstanding and to have been issued and sold by the Company
at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(b)(ii),
the “lowest price per share for which one Common Share issuable upon the conversion, exercise or exchange thereof or otherwise pursuant
to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to one Common Share upon the issuance or sale of the Convertible Security and upon conversion,
exercise or exchange of such Convertible Security and (y) the lowest conversion price set forth in such Convertible Security for which
one Common Share is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder
of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other
consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except
as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Shares upon conversion,
exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise
of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except
as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
iii.
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for
in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities,
or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Shares increases or decreases
at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to
in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which
would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold.
For purposes of this Section 3(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Initial Exercise
Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security
and the Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date
of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an increase
of the Exercise Price then in effect.
iv.
Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment
Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined
by the Holder, the “Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary
Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction,
the aggregate consideration per Common Share with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase
price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one Common
Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above
and (z) the lowest VWAP of the Common Shares on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”)
immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released
prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading
Day period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period, solely with respect to such
portion of this Warrant converted on such applicable Exercise Date, such applicable Adjustment Period shall be deemed to have ended on,
and included, the Trading Day immediately prior to such Exercise Date). If any Common Shares, Options or Convertible Securities are issued
or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration
received by the Company therefor. If any Common Shares, Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be
the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.
If any Common Shares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger
in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such Common Shares, Options or Convertible Securities
(as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by
the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading
Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company
and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and
expenses of such appraiser shall be borne by the Company.
v.
Record Date. If the Company takes a record of the holders of Common Shares for the purpose
of entitling them (A) to receive a dividend or other distribution payable in Common Shares, Options or in Convertible Securities or (B)
to subscribe for or purchase Common Shares, Options or Convertible Securities, then such record date will be deemed to be the date of
the issuance or sale of the Common Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or purchase (as the case may be).
vi.
Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant,
with the prior written consent of the Holder, but subject to the approval of the principal Trading Market, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above,
if at any time the Company grants, issues or sells any Common Share Equivalents or rights to purchase shares, warrants, securities or
other property pro rata to the record holders of any class of Common Shares (“Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d)
Pro Rata Distributions. Except as prohibited by FINRA Rule 5110(g)(8)(F), during such time
as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of
cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then,
in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated
therein if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is
taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Shares 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 Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such Distribution to such extent)
and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially
or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of
the Holder until the Holder has exercised this Warrant.
e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company
(or any Subsidiary), directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with
or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct
or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Shares or 50% or more of the voting power of the common equity of the Company,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged
for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a
stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,
merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the
outstanding Common Shares or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation
of such Fundamental Transaction; provided, however, if the Fundamental Transaction is not within the Company's control,
including not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor
Entity, the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Shares of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of Common Shares
are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,
further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction,
such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following
such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant
based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. determined as of the day
of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function
on Bloomberg L.P. as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the
underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash,
if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x)
the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior to
the consummation of such Fundamental Transaction, (D) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (E) a 365 day annualization factor, and (F) a zero cost of borrow.
The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s
election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause
any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the
provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved
by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of share capital of such Successor Entity (or its parent
entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on
the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such share capital (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the
value of such share capital, such number of shares in such share capital and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the
same effect as if such Successor Entity had been named as the Company herein.
f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding
as of a given date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.
g)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price or the number Warrant Shares subject
to the Warrant is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile
or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares
and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe
for or purchase any share capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Common Shares, any consolidation or merger to which the Company (or any of its Subsidairies)
is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Shares
are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the
Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of
which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchange
their shares of the Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall
not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided pursuant
to this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to Form 6-K report. The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.
h)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market,
the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Section 4. Transfer
of Warrant.
a)
Transferability. Subject to compliance with any applicable securities laws and the conditions
set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder
(including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may
be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the
initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by
the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
Section 5. [Intentionally
Omitted]
Section 6. Miscellaneous.
a)
Currency. Unless otherwise indicated, all dollar amounts referred to in this Warrant are in
United States Dollars (“U.S. Dollars”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts
denominated in other currencies shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date
of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant
to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street Journal (New York edition) on the relevant date of calculation.
b)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3.
c)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,
in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate,
if mutilated, the Company will make and deliver a new Warrant or certificate of like tenor and dated as of such cancellation, in lieu
of such Warrant or certificate.
d)
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.
e)
Authorized Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant (the “Required
Reserve Amount”). The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed.
The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be
duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
If, notwithstanding the
foregoing, and not in limitation thereof, at any time while any of the Warrants remain outstanding the Company does not have a sufficient
number of authorized and unreserved Common Shares to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized Common
Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its shareholders for the approval of an increase in the number of authorized Common Shares. In connection with such meeting, the Company
shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such
increase in authorized Common Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal.
In the event that the Company is prohibited from issuing Common Shares upon an exercise of this Warrant due to the failure by the Company
to have sufficient Common Shares available out of the authorized but unissued Common Shares (such unavailable number of Common Shares,
the “Authorization Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company
shall pay cash in exchange for the cancellation of such portion of this Warrant exercisable into such Authorization Failure Shares at
a price equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price
of the Common Shares on any Trading Day during the period commencing on the date the Holder delivers the applicable Notice of Exercise
with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under this Section
6(e) and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction
of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder
incurred in connection therewith.
Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
| f) | 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 waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in the PA Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. 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, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. The Company hereby appoints CT Corporation
as its agent for service of process in New York. If service of process is effected pursuant to the above sentence, such service will be
deemed sufficient under New York law and the Company shall not assert otherwise. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude 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 such Buyer 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. The choice of the laws of the State of New York as the governing
law of this Warrant is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent
jurisdiction in the British Virgin Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which
are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under
the laws of the British Virgin Islands. The choice of laws of the State of New York as the governing law of this Warrant will be honored
by competent courts in the People’s Republic of China, subject to compliance with relevant People’s Republic of China civil
procedural requirements. The Company or any of their respective properties, assets or revenues does not have any right of immunity under
British Virgin Islands, the People’s Republic of China or New York law, from any legal action, suit or proceeding, from the giving
of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any British Virgin
Islands and the People’s Republic of China, New York or United States federal court, from service of process, attachment upon or
prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or
any other matter under or arising out of or in connection with this Warrant; and, to the extent that the Company, or any of its properties,
assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may
at any time be commenced, the Company hereby waives such right to the extent permitted by law and hereby consents to such relief and enforcement
as provided in this Warrant and the other Transaction Documents. |
g)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of
this Warrant, if not registered, and the Holder does not utilize cashless exercise, may have restrictions upon resale imposed by state
and federal or foreign securities laws.
h)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.
Without limiting any other provision of this Warrant or the PA Agreement, if the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as
shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of
appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.
i)
Notices. Any notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be delivered in accordance with the notice provisions of the PA Agreement.
j)
Disclosure. Upon delivery by the Company to the Holder (or receipt by the Company from the
Holder) of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating
to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall
on or prior to 9:00 am, New York city time on the Business Day immediately following such notice delivery date, publicly disclose such
material, non-public information on a Report of Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes
that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate
to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the
absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder),
the Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public information
relating to the Company or any of its Subsidiaries.
k)
Absence of Trading and Disclosure Restrictions. The Company acknowledges and agrees that the
Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of
any information provided by the Company or (b) refrain from trading any securities while in possession of such information in the absence
of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading
restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely
trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading
activity, and may disclose any such information to any third party.
l)
Payment of Collection, Enforcement and Other Costs. If (a) this Warrant is placed in the hands
of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action
to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization,
receivership of the company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then
the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.
m)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by
the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
n)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby
agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
o)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights
and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company
and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from
time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
p)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.
q)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Warrant.
r)
Headings. The headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
|
CHINA NATURAL RESOURCES, INC.
|
|
By:__________________________________________
Name:
Title:
|
NOTICE OF EXERCISE
To: CHINA
NATURAL RESOURCES, INC.
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the
terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
[ ] in lawful money
of the United States; or
[ ] if permitted the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified
below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing
Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby assigned to
| Name: |
|
| |
(Please Print) |
| Address: |
|
|
Phone Number:
Email Address: |
(Please Print)
______________________________________
______________________________________ |
| Dated: _______________ __, ______ |
|
| Holder’s Signature: |
|
| Holder’s Address: |
|
Exhibit 4.1
SECURITIES
PURCHASE AGREEMENT
This Securities Purchase
Agreement (this “Agreement”) is dated as of [●], 2024, between China Natural Resources, Inc., a British Virgin
Islands business company (the “Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act of 1933,
as amended (the “Securities Act”) as to the Shares and (ii) an exemption from the registration requirements of Section
5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Warrants, 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 4.5.
“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 are 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.
“Common
Shares” means the common shares of the Company, without par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Common
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Shares, including, without limitation, any debt, preferred share, 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, Common Shares.
“Company
Counsel” means Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, with regards to matters of US federal securities
law, and Maples and Calder (Hong Kong) LLP with regards to matters of British Virgin Islands law.
“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.
“Escrow
Agent” means Continental Stock Transfer & Trust Corporation.
“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) Common Shares or options to employees, officers or directors of the Company pursuant to
any share or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (b) securities
upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into Common 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
4.12(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 current business of the Company
at such time 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.
“IFRS”
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(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“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).
“Per Share
Purchase Price” equals $2.20, subject to adjustment for reverse and forward share splits, share dividends, share combinations
and other similar transactions of the Common Shares that occur after the date of this Agreement but prior to the Closing Date.
“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 FT Global Capital, Inc.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission
and has been delivered by the Company along with the Prospectus to each Purchaser at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement with Commission file No. 333-233852, which became effective on November
11, 2020, which registers the sale of the Shares 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 the Shares, the Warrants and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Common Shares issued or issuable to each Purchaser 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 Common Shares).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in
United States dollars and in immediately available funds.
“Subsequent
Placement” shall have the meaning ascribed to such term in Section 4.11.
“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 Common 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 Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements
executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Pacific Stock Transfer Company, the current transfer agent of the Company, with a mailing address of 6725 Via Austi
Parkway, Suite 300, Las Vegas, Nevada 89119 and an email address of info@pacificstocktransfer.com, and any successor transfer agent of
the Company.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.11(b).
“Warrants”
means, collectively, the Common Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2 hereof,
in the form of Exhibit A attached hereto.
“Warrant
Shares” means the Common Shares issuable upon exercise of the Warrants.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
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 $3,520,000 of Shares and Warrants. On the Closing Date, (i) each Purchaser shall pay its
respective Subscription Amount as set forth on the signature page hereto executed by such Purchaser for the Shares and the Warrants
to be issued and sold to such Purchaser at Closing, by wire transfer of immediately available funds to the Escrow Agent for
distribution in accordance with the written wire instructions provided by the Company as set forth in Section 2.2(iii), and (ii) the
Company shall (A) cause the Transfer Agent via The Depository Trust Company Deposit or Withdrawal at Custodian system
(“DWAC”) to deliver Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase
Price, (B) deliver to each Purchaser the Warrant such Purchaser is purchasing at such Closing, in each case, duly executed on behalf
of the Company and registered in the name of such Purchaser or its designee and (C) deliver to each such Purchaser 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 Placement Agent’s counsel, such other location, or remotely, as the parties
shall mutually agree. 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 Common 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, 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 Common Shares will be made in the sole discretion of such Purchaser from time to time, including during the
Pre-Settlement Period.
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, in form and substance reasonably satisfactory to the Placement
Agent and the Purchasers addressed to the Placement Agent and the Purchasers;
(iii)
the Company shall have provided each Purchaser with the Company’s wire instructions, on Company
letterhead and executed by the Chief Executive Officer or Chief Financial Officer;
(iv)
a copy of the 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 Per Share Purchase Price, registered in the name of such Purchaser;
(v)
a Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal
to 75% of such Purchaser’s Shares, with an exercise price equal to $3.00, subject to adjustment therein;
(vi)
the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under
the Securities Act);
(vii)
the wire instructions for the escrow account maintained by the Escrow Agent on behalf of the Company
relating to the transactions contemplated by this Agreement; and
(viii)
lock-up agreements, in a form acceptable to the Purchasers (the “Lock-Up Agreement”),
by and between the Company and each of the directors, officers, and 5% shareholders of the Company (collectively, the “Shareholders”),
each duly executed and delivered by the Company and each of the Shareholders.
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company
the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
such Purchaser’s Subscription Amount.
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 each Purchaser hereunder in connection with the Closing are subject
to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified
by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of
the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects 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)
the Registration Statement shall be effective and available for the issuance and sale of the Shares
hereunder and the Company shall have delivered to such Purchaser the Prospectus and the Prospectus Supplement as required thereunder;
(v)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
and
(vi)
from the date hereof to the Closing Date, trading in the Common 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 not currently existing as of the date hereof of such magnitude in its effect on, or any material adverse change
in, Trading 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 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 share capital or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding share capital 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, other than as indicated on Schedule
3.1(a). If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall
be disregarded.
(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly
incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or
organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or
articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or
condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii),
a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing
or seeking to revoke, limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction
Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all
necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s
shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.
(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and
the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions
contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution
or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,
debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,
conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus
Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon
in the time and manner required thereby,(iv) the filing of a Form D with the Commission and (v) the Board of Directors of the terms and
conditions of this Agreement and the transactions contemplated herein; and (vi) 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 Warrant Shares, when issued in accordance with the terms of the 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
share capital the maximum number of Common Shares currently issuable pursuant to this Agreement and the Warrants. The Company has prepared
and filed the Registration Statement in conformity with the requirements of the Securities Act, including the Prospectus, and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities
Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of
the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the
Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus
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, Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus, Prospectus Supplement 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 Common Shares owned beneficially, and of record,
by Affiliates of the Company as of the date hereof. The Company has not issued any of its share capital since its most recently filed
Form 20-F, other than (i) pursuant to the exercise of employee share options under the Company’s share option plans disclosed in
the SEC Reports, (ii) pursuant to the issuance of Common Shares to employees pursuant to the Company’s employee share purchase plans
disclosed in the SEC Reports, and (iii) pursuant to the conversion and/or exercise of Common Share Equivalents outstanding as of the date
of the most recently filed Form 20-F, other than as set forth on Schedule 3.1(g). 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) and except as a result of the purchase and sale of the Securities, 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 Common Shares or
the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to issue additional Common Shares or Common Share Equivalents or share capital of any Subsidiary. The issuance
and sale of the Securities will not obligate the Company or any Subsidiary to issue Common 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 share appreciation rights or “phantom
share” plans or agreements or any similar plan or agreement. All of the outstanding share capital 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 share capital
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 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 International Financial Reporting Standards
as issued by the International Accounting Standards Board (“IFRS”) applied on a consistent basis 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 IFRS, 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 IFRS 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 share capital and (v) the Company has not issued any equity securities to any officer,
director or Affiliate, except pursuant to existing Company share option plans. The Company does not have pending before the Commission
any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as
set forth on Schedule 3.1(i), no 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 one 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 or threatened, 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 other
than as stated on Schedule 3.1(k), 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 applicable
federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air,
surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental
Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in
each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.
(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses
as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings
relating to the revocation or modification of any Material Permit.
(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple
to all real property owned by them (and with respect to any real property in the People’s Republic of China, as permitted under
the laws thereof) 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 IFRS
and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company
and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in
compliance.
(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents,
patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and
other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as
described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any
of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest
audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(q)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and
the Subsidiaries are engaged. 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. 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 share option agreements under any share option plan of the Company, or otherwise as set forth on Schedule
3.1(r).
(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 control over financial reporting 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 IFRS 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 annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently
filed annual 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 as set forth in the Prospectus Supplement, 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. 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 “Investment Company Act”), other than a transient investment company
as contemplated by Rule 3a-2 of the Investment Company Act, or or otherwise as set forth on Schedule 3.1(u). The Company shall
conduct its business in a manner so that it will not become 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 Common Shares are registered pursuant to Section
12(b) 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 Common 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 Common Shares are or has been listed or quoted to the effect that the Company is not in compliance with
the listing or maintenance requirements of such Trading Market which has not been cured as of the date hereof. 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 Common 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 or disclosed pursuant to Section 4.4. The Company understands and confirms
that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure
furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and
the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in 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 (i) the Securities Act
which would require the registration of the Warrants or Warrant Shares under the Securities Act, or (ii) 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. The Prospectus Supplement 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 IFRS. 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)
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.
(ff)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been
asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified
term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the
Common 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 Warrant Shares deliverable with respect to 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.
(gg)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf
has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement
Agent in connection with the placement of the Securities.
(hh)
Share Equity Plans. Each share option or equity award granted by the Company under the Company’s
equity award plans was granted (i) in accordance with the terms of the Company’s shareholder approved equity award plan(s) and (ii)
with an exercise price at least equal to the fair market value of the Common Shares on the date such option or equity award would be considered
granted under IFRS and applicable law. No share option or equity award granted under the Company’s or equity award plan(s) has been
backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, options
prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information
regarding the Company or its Subsidiaries or their financial results or prospects.
(ii)
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”).
(jj)
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 any Purchaser’s request.
(kk)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries
or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the
Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries
or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities
or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal
Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(ll)
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.
(mm)
Private Placement. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of
the Warrants or the Warrant Shares by the Company to the Purchasers as contemplated hereby.
(nn)
No General Solicitation. Neither the Company nor any Person acting
on behalf of the Company has offered or sold any of the Warrant or Warrant Shares by any form of general solicitation or general advertising.
The Company has offered the Warrants and Warrant Shares for sale only to the Purchasers and certain other “accredited investors”
within the meaning of Rule 501 under the Securities Act.
(oo)
No Disqualification Events. With respect to the Warrant and Warrant
Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors,
any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial
owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an
“Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule
506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the
Purchasers a copy of any disclosures provided thereunder.
(pp)
Other Covered Persons. Other than the Placement Agent, the Company
is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of any Securities.
(qq)
Notice of Disqualification Events. The Company will notify the Purchasers
in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that
would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each
case of which it is aware.
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)
Understandings or Arrangements. 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 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. Such Purchaser understands that the Warrants and the Warrant Shares are “restricted
securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities
as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof
in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities
in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable
state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to a
registration statement or otherwise in compliance with applicable federal and state securities laws).
(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of
the date hereof it is, and on each date on which it exercises any Warrants, it will be, an “accredited investor” as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) 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 Prospectus, Prospectus Supplement, 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
4.1Removal
of Legends.
(a)
The Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities
laws. In connection with any transfer of Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule
144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may
require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor 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 Warrant under the Securities Act.
(b)
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend
on any of the Warrants or Warrant Shares in the following form:
NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
The Company acknowledges
and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant
a security interest in some or all of the Warrants or Warrant Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged
or secured Warrants or Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of
the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.
Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver
such reasonable documentation as a pledgee or secured party of Warrants and Warrant Shares may reasonably request in connection with a
pledge or transfer of the Warrants or Warrant Shares.
(c)
Certificates evidencing the Warrant Shares shall not contain any legend (including the legend set
forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities
Act, or (ii) following any sale of such Warrant Shares pursuant to Rule 144 (assuming cashless exercise of the Warrants), or (iii) if
such Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants), or (iv) if such legend is not required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly if required
by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion
of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if
such Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the Warrants) or if such legend is not otherwise required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that following such time as such legend is
no longer required under this Section 4.1(c), the Company will, no later than the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the
Transfer Agent of a certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend
Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from
all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that
enlarge the restrictions on transfer set forth in this Section 4. Warrant Shares subject to legend removal hereunder shall be transmitted
by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company
System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period,
expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on
the date of delivery of a certificate representing Warrant Shares issued with a restrictive legend.
(d)
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser,
in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Warrant Shares (based on the VWAP of the Common Shares
on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section
4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each
Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue
and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Securities so delivered
to the Company by such Purchaser that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser
purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by such Purchaser of all or
any portion of the number of Common Shares, or a sale of a number of Common Shares equal to all or any portion of the number of Common
Shares, that such Purchaser anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess
of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Common
Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In
Price”) over the product of (A) such number of Warrant Shares that the Company was required to deliver to such Purchaser
by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Shares on any Trading Day during the period commencing
on the date of the delivery by such Purchaser to the Company of the applicable Warrant Shares (as the case may be) and ending on the date
of such delivery and payment under this Section 4.1(d).
(e)
The Shares shall be issued free of legends.
4.2
Furnishing of Information. Subject to compliance with any applicable securities laws and the
conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement,
(a)
Until the earliest of the time that no Purchaser owns Securities, 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.
(b)
At any time during the period commencing from the six (6) month anniversary of the date hereof and
ending at such time that all of the Warrant Shares (assuming cashless exercise) may be sold without the requirement for the Company to
be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail
for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule
144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public
Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser,
in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Warrant
Shares, an amount in cash equal to two percent (2.0%) of the aggregate Exercise Price of such Purchaser’s Warrants on the day of
a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter
until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer
required for the Purchasers to transfer the Warrant Shares pursuant to Rule 144. The payments to which a Purchaser shall be
entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure Payments.” Public
Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information
Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information
Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public
Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing
herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall
have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.
4.3
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 in a manner that would require the registration under the Securities Act of the sale of the Warrants or Warrant Shares
or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any 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.
4.4
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, with respect to the transaction contemplated
hereby shall terminate. 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).
4.5
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.
4.6
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 4.4, 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 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.
4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder
as set forth in the Prospectus Supplement and shall not use such proceeds in violation of FCPA or OFAC regulations.
4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company
will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title),
each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including
all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any 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) or (c) in connection with any registration statement of the Company providing for the resale by the Purchasers
of the Warrant Shares issued and issuable upon exercise of the Warrants, the Company will indemnify each Purchaser Party, to the fullest
extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement
of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of
the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements
or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party
expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state
securities law, or any rule or regulation thereunder in connection therewith. 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 such Purchaser Party’s 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 4.8 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; provided, however,
that no Purchaser shall be entitled to any double recovery of damages as a result of the exercise of any other such right.
4.9
Reservation of Shares. So long as any of the Warrants remain outstanding, the Company shall
take all action necessary to at all times have authorized, and reserved from its duly authorized share capital, no less than the maximum
number of Warrant Shares then issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the
Warrants set forth in the Warrants) not yet issued.
4.10
Listing of Common Shares. The Company hereby agrees to use best efforts to maintain the listing
or quotation of the Common Shares on the Trading Market on which it is currently listed, and prior to the Closing, the Company shall apply
to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and
Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Shares traded on any other
Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary
to cause all of the Shares and 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 Common 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 Common 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.
4.11
Subsequent Equity Sales.
(a)
From the date hereof until the sixtieth calendar day after 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 Common Shares or
Common Share Equivalents (each, a “Subsequent Placement”).
(b)
From the date hereof until the first anniversary of the Closing Date, the Company shall be prohibited
from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common
Share Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional Common 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 Common 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 Common 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. 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. For the avoidance of doubt, the issuance of a warrant or other convertible
security with anti-dilution provisions similar to the anti-dilution provisions in the Warrants shall not be deemed to be a Variable Rate
Transaction solely due to such provisions.
(c)
Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance,
except that no Variable Rate Transaction shall be an Exempt Issuance.
4.12
Participation Right.
(a)
From the date hereof until the date that is the first anniversary of the Closing Date, upon any issuance
by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Shares Equivalents for cash consideration, Indebtedness or a
combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to
an amount of the Subsequent Financing equal to 35% of the Subsequent Financing (the “Participation Maximum”) on the
same terms, conditions and price provided for in the Subsequent Financing.
(b)
Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading
Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected
announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between
the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York
City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall
deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing
Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds
intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and
shall include a term sheet and transaction documents relating thereto as an attachment.
(c)
Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to
the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered
to such Purchaser (the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing,
the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing,
and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a
Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate
in such Subsequent Financing.
(d)
If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate
in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent
Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth
in the Subsequent Financing Notice.
(e)
If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice
from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right
to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x)
the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum
of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.
(f)
The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers
will again have the right of participation set forth above in this Section 4.12, if the definitive agreement related to the initial Subsequent
Financing Notice is not entered into for any reason on the terms set forth in such Subsequent Financing Notice within two (2) Trading
Days after the date of delivery of the initial Subsequent Financing Notice.
(g)
The Company and each Purchaser agree that, if any Purchaser elects to participate in the Subsequent
Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly,
will, or is intended to, exclude one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited
to, provisions whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased
hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection
with, this Agreement, without the prior written consent of such Purchaser. In addition, the Company and each Purchaser agree that, in
connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing shall include a requirement for
the Company to issue a widely disseminated press release by 9:30 am (New York City time) on the Trading Day of execution of the transaction
documents in such Subsequent Financing (or, if the date of execution is not a Trading Day, on the immediately following Trading Day) that
discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing.
(h)
Notwithstanding anything to the contrary in this Section 4.12 and unless otherwise agreed to by such
Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing
has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such
a manner such that such Purchaser will not be in possession of any material, non-public information, by 9:30 am (New York City time) on
the second (2nd) Trading Day following date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such
second (2nd) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no
notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been
abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company
or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the offered securities, the Company shall
provide such Purchaser with another Subsequent Financing Notice and such Purchaser will again have the right of participation set forth
in this Section 4.12. The Company shall not be permitted to deliver more than one such Subsequent Financing Notice to such Purchaser in
any sixty (60) day period, except with respect to an amendment or modification of terms and conditions of a Subsequent Financing, which
shall be delivered to each Purchaser as a new Subsequent Financing Notice with new time periods commencing in accordance herewith as of
the time of delivery of such new Subsequent Financing Notice in accordance herewith.
(i)
The restrictions contained in this Section 4.12 shall not apply in connection with an Exempt Issuance.
4.13
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 Securities or otherwise.
4.14
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 4.4. 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 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction
and the information included in the Disclosure Schedules and herein. 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 4.4, (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 4.4 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 4.4. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this
Agreement.
4.15
Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not
undertake a reverse or forward share split or reclassification of the Common Shares without the prior written consent of the Purchasers
holding a majority in interest of the Shares.
4.16
Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the
totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information
or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant
Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.
4.17
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with
respect to the Warrant and Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.
The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify
the Warrant and Warrant Shares for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of
the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.
4.18
Registration Statement. As soon as practicable
(and in any event within 30 calendar days of the date of this Agreement), the Company shall file a registration statement on Form F-3
(or other appropriate form if the Company is not then F-3 eligible) providing for the resale by the Purchasers of the Warrant Shares issued
and issuable upon exercise of the Warrants. The Company shall use commercially reasonable efforts to cause such registration statement
to become effective within 181 days following the Closing Date and to keep such registration statement effective at all times until no
Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereof.
4.19
No Waiver of Lock-Up Agreements. The Company shall not amend, waive or modify any provision
of any of the Lock-Up Agreements. The Company shall take all reasonably necessary actions to enforce the terms and conditions of the Lock-Up
Agreements.
ARTICLE V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s
obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written
notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the
date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any
other party (or parties).
5.2
Fees and Expenses. At the Closing, the Company has agreed to reimburse Kelley Drye & Warren
LLP (“Kelley Drye”) the non-accountable amount of $50,000, and Ellenoff Grossman & Schole LLP the non-accountable amount
of $5,000, in each case for its legal 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 date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via 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 based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser)
or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment,
modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately
impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right. 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 4.8 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 4.8, 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. The Company hereby appoints [ ] as its agent for service of process in New York. The choice
of the laws of the State of New York as the governing law of this Agreement is a valid choice of law and would be recognized and given
effect to in any action brought before a court of competent jurisdiction in the British Virgin Islands, except for those laws (i) which
such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent
with public policy, as such term is interpreted under the laws of the British Virgin Islands. The choice of laws of the State of New York
as the governing law of this Agreement will be honored by competent courts in the People’s Republic of China, subject to compliance
with relevant People’s Republic of China civil procedural requirements. The Company or any of their respective properties, assets
or revenues does not have any right of immunity under British Virgin Islands, the People’s Republic of China or New York law, from
any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim,
from the jurisdiction of any British Virgin Islands and the People’s Republic of China, New York or United States federal court,
from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment,
or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect
to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement; and, to the extent that
the Company, or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any
such court in which proceedings may at any time be commenced, the Company hereby waives such right to the extent permitted by law and
hereby consents to such relief and enforcement as provided in this Agreement and the other Transaction Documents.
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 email delivery of a “.pdf” format data file or other electronic medium recognized
as an electronic signature under applicable law, 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, “.pdf” signature page or
other electronic signature were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by
a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and
without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any
relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however,
that, in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any Common 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
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. 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 Common Shares in any Transaction Document shall be subject to adjustment
for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Common 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.
|
CHINA NATURAL RESOURCES, INC.
|
Address for Notice: |
|
By:__________________________________________
Name:
Title:
With a copy to (which shall not constitute notice): |
Email:
Facsimile: |
|
|
|
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO CHINA
NATURAL RESOURCES, 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.
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:
Address for Delivery of Securities to Purchaser (if not same as address
for notice):
Subscription Amount: $_________________
Shares: _________________
Warrant Shares: __________________
EIN Number: _______________________
[SIGNATURE PAGES CONTINUE]
Exhibit 4.2
PLACEMENT AGENCY AGREEMENT
FT Global Capital, Inc.
1688 Meridian Avenue, Suite 700
Miami Beach, FL 33139
February 16, 2024
Ladies and Gentlemen:
This letter (this “Agreement”)
constitutes the agreement between China Natural Resources, Inc. (NASDAQ: CHNR) (the “Company”) and FT Global Capital,
Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement
agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”)
by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges
and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution
of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement
of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.
| 1. | Appointment of FT Global as Exclusive Placement Agent. |
On the basis of the representations,
warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the
Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution of its Shares (as defined
below) and Warrants (as defined below) to be offered and sold by the Company pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the “Securities Act”) on Form F-3 (File No. 333-268454), and the Placement Agent agrees to
act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase
of or attempt to place all or part of the Securities of the Company in the proposed Offering. Until the final closing or upon termination
of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit
or accept offers to purchase the Securities other than through the Placement Agent. The Placement Agent will use its reasonable “best
efforts” to solicit offers to purchase the Securities from the Company on the terms, and subject to the conditions, set forth in
the Prospectus (as defined below). The Placement Agent shall use commercially reasonable efforts to assist the Company in obtaining performance
by each Purchaser (as defined below) whose offer to purchase Securities has been solicited by the Placement Agent, but the Placement Agent
shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any
liability to the Company in the event any such purchase is not consummated for any reason. The Company acknowledges that under no circumstances
will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the
Securities, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be
on an “agency” basis and not on a “principal” basis. Following the prior written consent 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 Offering.
The Placement Agent will
solicit offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent deems advisable.
The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The
Company and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering and the provision of
the Services related to the Offering are subject to market conditions and the receipt of all required related clearances and approvals.
| 2. | Fees; Expenses; Other Arrangements. |
A.
Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash
by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement
Fee”) equal to a percentage of the aggregate gross proceeds received by the Company from the sale of the Securities, at the
closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”),
which percentage shall be eight percent (8%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agent or its
designee(s) at the Closing a warrant to purchase such number of Shares (as defined in Section 3) equal to five percent (5%) of the Shares
sold in this Offering at an exercise price of $2.20 per Common Share (as defined below), which warrant shall be exercisable in full or
in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Common
Shares (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The
Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth
herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not
exceed three and one-half (3.5) years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder
of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement
Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic
disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement
of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1),
except as provided for in FINRA Rule 5110(e)(2).
B.
Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without
limitation, (a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA filing
fees; (c) all fees and expenses relating to the listing of the Shares on the Nasdaq Capital Market (the “Exchange”);
(d) the costs of all mailing and printing of the documents related to the Offering; (e) transfer and/or stamp taxes, if any, payable upon
the transfer of Securities from the Company to Investors; (f) the fees and expenses of the Company’s accountants; (g) FT Global’s
travel expenses and due diligence expenses not to exceed $40,000; and (h) legal fees of FT Global’s counsel not to exceed $50,000.
The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth
herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company
agrees to reimburse the Placement Agent to the extent required by Section 5 hereof promptly after such termination.
C.
Tail Financing. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public
or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent
that such Tail Financing is provided to the Company by any investors that the Placement Agent has introduced to the Company through an
in-person, an electronic or a telephonic communication or investors that the Placement Agent had “wall-crossed” in connection
with this Offering (or any entity under common management or having a common investment advisor), if such Tail Financing is consummated
at any time within the 12-month period following the termination of this Agreement. Any right to the fees provided by this paragraph shall
be terminated upon termination of this Agreement by the Company for “Cause,” which shall mean a material breach by the Placement
Agent of this Agreement or a material failure by the Placement Agent to provide the Services as contemplated by this Agreement. Prior
to ten (10) days after termination or expiration of this Agreement, the Placement Agent will provide by electronic mail a written list
of such persons or entities that the Placement Agent had introduced to the Company or "wall-crossed" in connection with this
Offering during the term of this Agreement, which list shall be deemed to include entities under common management or having a common
investment advisor with the entities included on such list; provided, however, that such list shall be limited to no more than thirty
(30) institutional investors.
D.Right
of First Refusal. If the Offering is completed as contemplated in and during the Term of this Agreement, the Company agrees that the
Placement Agent shall have an irrevocable right of first refusal for a period of twelve (12) months from the expiration of the Term of
this Agreement to act as lead and book running manager or minimally co-lead manager and co-book runner and/or co-lead placement agent
with no less than 80% of the economics, for any and all future public or private equity or equity-linked offerings (excluding (i) any
transactions with members of the Company’s management, record or beneficial owners of more than 50% of the Company’s outstanding
capital stock, and their respective Affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933) and/or Affiliates
of the Company, and (ii) any transactions in which the Securities of the Company are issued for consideration other than cash), whether
with or without or through an underwriter, placement agent or broker-dealer and whether pursuant to registration under the Securities
Act or otherwise, during such twelve (12) month period of the Company, or any successor to or any subsidiary of the Company. The Company
and any such Subsidiary or successor will consult the Placement Agent with regard to any such proposed financing. If the Placement Agent
fails to accept such offer within three (3) business days after the provision of a notice containing the material terms of the proposed
financing proposal, then the Placement Agent shall have no further claim or right with respect to the financing proposal contained in
such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the irrevocable right
referred to herein shall apply to such modified proposal as if the original proposal had not been made. If the Placement Agent decides
to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for reasonable and
customary fees for transactions of similar size and nature; provided, however, that in no event shall the Placement Agent’s fee
be no less than the fee set forth Section 1(A) above. The Placement Agent’s failure to exercise its preferential right with respect
to any particular proposal shall not affect its preferential rights relative to future proposals.
D.
The Services provided by the Placement Agent hereunder are solely for the benefit of the Company and are not intended to confer
any rights upon any persons or entities not a party hereto (including, without limitation, securityholders, employees or creditors of
the Company) as against the Placement Agent or its directors, officers, agents and employees.
| 3. | Description of the Offering. |
The Securities to be offered
directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors”
or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company
and the Investors (the “Securities Purchase Agreement”) shall consist of shares (the “Shares”) of
the Company’s common stock, and certain warrants to purchase Shares (the “Warrants,” and collectively with the
Shares and the Shares underlying the Warrants (the “Warrant Shares”), the “Securities”). The purchase
price for one Share and accompanying Warrant to purchase 0.75 Shares shall be $2.20 per unit of Securities (the “Purchase Price”).
If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered
payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or
as a result of such default by the Company under this Agreement.
| 4. | Delivery and Payment; Closing. |
Settlement of the Securities
purchased by an Investor shall be made as set forth in the Securities Purchase Agreement. On the Closing Date, the Securities to which
the Closing relates shall be delivered through such means as the parties to the Securities Purchase Agreement may hereafter agree. The
Securities shall be registered in such name or names and in such authorized denominations as set forth in the Securities Purchase Agreement.
The term “Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions
are authorized or obligated by law to close in New York, New York.
| 5. | Term and Termination of Agreement. |
The term of this Agreement
will commence upon the execution of this Agreement and will terminate on the tenth Business Day after the execution of this Agreement.
Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating to confidentiality,
indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s obligations to
pay fees, including without limitation as set forth in Sections 2(C) and (D) above, and reimburse expenses will survive any expiration
or termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this
Agreement may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination
shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified in Section
19 shall at all times be effective and shall survive such termination.
Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any
individual or entity “controlling,” “controlled by,” or “under common control” with the Placement
Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability
to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with
any 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.
| 7. | Representations, Warranties and Covenants of the Company. |
As of the date and time
of the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company (i) makes such representations
and warranties to the Placement Agent as the Company makes to the Investors pursuant to the Securities Purchase Agreement, and (ii) further
represents, warrants and covenants to the Placement Agent, other than as disclosed in Prospectus (as defined below) or in any of its filings
with the Securities and Exchange Commission (the “Commission”) that are incorporated by reference into the Registration
Statement (as defined below), that:
A.
Registration Matters.
| i. | The Company has filed with the Securities and Exchange Commission (the “Commission”)
the Registration Statement under the Securities Act, which was declared effective on February 10, 2023 for the registration of the Securities
under the Securities Act. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Following
the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement Agent, the Company
will file with the Commission pursuant to Rules 430B under the Securities Act, and the rules and regulations (the “Rules and
Regulations”) of the Commission promulgated thereunder, a prospectus supplement relating to the placement of the Securities,
their respective pricings and the plan of distribution thereof and will advise the Placement Agent of all further information (financial
and other) with respect to the Company required to be set forth therein. Such registration statement, at any given time, including the
exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such
prospectus in the form in which it appears in the Registration Statement at the time of effectiveness, is hereinafter called the “Base
Prospectus”; and the prospectus supplement, in the form in which it will be filed with the Commission pursuant to 430B or 424(b)
is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the
Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the
“Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus
Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement,
or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference.
All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the
Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial
statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the
Base Prospectus or the Prospectus Supplement, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Disclosure
Package” means the Base Prospectus, any subscription agreement between the Company and the Investors, the final terms of the
Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Securities
Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in
writing to treat as part of the Disclosure Package. The term “any Prospectus” shall mean, as the context requires,
the Base Prospectus, the Prospectus Supplement, and any supplement to either thereof. |
B.
Stock Exchange Listing. The Common Shares are approved for listing on the Exchange and the Company has taken no action designed
to, or likely to have the effect of, delisting the Shares from the Exchange, nor has the Company received any notification that the Exchange
is contemplating terminating such listing.
C.
No Stop Orders, etc. Neither the Commission nor, to the Company's knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or,
to the Company's knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each
request (if any) from the Commission for additional information.
D.
Disclosures in Registration Statement.
i.
Compliance with Securities Act and 10b-5 Representation. The Registration Statement (and any further documents to be filed
with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any
post-effective amendment thereto, at the time it became effective, complied in all material respects with the Act and the Exchange Act
and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
The Registration Statement, Base Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects
with the Securities Act and the Exchange Act and the applicable rules and regulations. Each of the Registration Statement, the Base Prospectus
and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising
after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is
required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction
contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite
time period. There are no contracts or other documents required to be described in the Registration Statement, the Base Prospectus, or
Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed
as required or (y) will not be filed within the requisite time period.
ii.
Neither the Prospectus Supplement nor any amendment or supplement thereto, as of its issue date, at the time of any filing with
the Commission pursuant to Rule 424(b), or at the Closing Date, included, includes or will include an untrue statement of a material fact
or omitted, omits or will 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; provided, however, that this representation and warranty shall not apply to the Placement
Agent's Information.
iii.
Disclosure of Agreements. The Incorporated Documents, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were
filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the
statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement),
in the light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference
in the Registration Statement, the Base Prospectus, or Prospectus Supplement, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and
will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration
Statement, the Base Prospectus and the Prospectus Supplement, and (ii) is material to the Company's business, has been duly authorized
and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and,
to the Company's knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (y) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the
Company nor, to the Company's knowledge, any other party is in default thereunder and, to the Company's knowledge, no event has occurred
that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except as disclosed in the Registration
Statement, the Base Prospectus and the Prospectus Supplement. To the Company's knowledge, performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses,
including, without limitation, those relating to environmental laws and regulations.
iv.
Changes After Dates in Registration Statement.
(a)
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the
Base Prospectus and the Prospectus Supplement, except as otherwise specifically stated therein: (i) there has been no material adverse
change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate,
would involve a material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets
or prospects of the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into
by the Company, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from
any position with the Company.
(b)
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration
Statement, the Base Prospectus and the Prospectus Supplement, and except as may otherwise be indicated or contemplated herein or disclosed
in the Registration Statement, the Base Prospectus and the Prospectus Supplement, the Company has not: (i) issued any securities (other
than (i) grants under any share compensation plan and (ii) Ordinary Shares issued upon the exercise or conversion of option, warrants
or convertible securities described in the Registration Statement, the Disclosure Package and the Prospectus) or incurred any liability
or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in
respect to its capital stock.
E.
Transactions Affecting Disclosure to FINRA.
i.
Finder's Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder's,
consulting or origination fee by the Company or any executive officer or director of the Company with respect to the sale of the Securities
hereunder or any other arrangements, agreements or understandings of the Company or, to the Company's knowledge, any of its stockholders.
ii.
Payments Within Twelve (12) Months. The Company has not made any direct or indirect payments (in cash, securities or otherwise)
to: (i) any person, as a finder's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or
introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity
that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the date hereof,
other than the payment to the Placement Agent as provided hereunder in connection with the Offering.
iii.
Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member
or its affiliates, except as specifically authorized herein.
iv.
FINRA Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial
owner of 10% or more of any class of the Company's securities or (iii) to the Company’s knowledge, beneficial owner of the Company's
unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement
that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules
and regulations of FINRA).
F.
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration
of any such securities under the Securities Act.
G.
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not,
for a period of ninety (90) days after the date of the final prospectus (the “Lock-Up Period”), without the prior written
consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock
of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of
capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company,
other than pursuant to a registration statement on Form S-8 for employee benefit plans or amendment(s) to the registration statement on
Form F-3 filed by the Company on February 10, 2023; whether any such transaction described in clause (i) or (ii) above is to be settled
by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention
to effect any transaction specified in clause (i) or (ii). The restrictions contained in this section shall not apply to (i) the issuance
by the Company of Ordinary Shares upon the exercise of stock options, warrants or the conversion of a security, in each case, that is
outstanding on the date hereof or issued in the Offering, provided that such securities have not been amended since the date hereof 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; (ii) the grant by the Company of stock
options or other stock-based awards, or the issuance of shares of capital stock of the Company under any stock compensation plan of the
Company in effect on the date hereof; and (iii) 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 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement
in connection therewith during the Lock-Up Period, 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 current business of the Company at such time 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.
H.
Lock-Up Agreements. The Company has caused each of its officers, directors and beneficial owners of 5% or more of any class
of the Company's securities to deliver to the Placement Agent an executed Lock-Up Agreement, in the form attached as Exhibit A
hereto (the “Lock-Up Agreement”).
| 8. | Conditions of the Obligations of the Placement Agent. |
The obligations of the
Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth
in Section 7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each
of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:
A.
Regulatory Matters.
i.
Effectiveness of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this
Agreement, and, on the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus
has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,
contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. All
filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date shall have been made
within the applicable time period prescribed for such filing by Rule 424.
ii.
FINRA Clearance. On or before the Closing Date, the Placement Agent shall have received clearance from FINRA as to the amount
of compensation allowable or payable to the Placement Agent as described in the Registration Statement.
iii.
Listing of Additional Shares. On or before the Closing Date, the Company shall have filed a notice with the Exchange with
respect to the Company’s additional listing of the securities sold in the Offering.
B.
Company Counsel Matters. On the Closing Date, the Placement Agent shall have received the favorable opinion and negative
assurance letter of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, and favorable opinions of Maples and Calder (Hong
Kong) LLP and Commerce and Finance Offices, outside counsel for the Company, or of other counsels reasonably satisfactory to the Placement
Agent, in each case dated the Closing Date and addressed to the Placement Agent, and in each case substantially in form and substance
reasonably satisfactory to the Placement Agent.
C.
Comfort Letter. The Placement Agent shall have received letters dated the date of this Agreement and the Closing Date, each
in form and substance satisfactory to the Placement Agent, from the Company's independent public accountants, containing statements and
information of the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements
and certain financial information contained in the Registration Statement and Prospectus.
D.
Officers’ Certificate. On the Closing Date, the Placement Agent shall have received a certificate of the chief executive
officer and chief financial officer of the Company, dated the Closing Date, to the effect that, (i) such officers have carefully examined
the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration
Statement and each amendment thereto, as of the Initial Sale Time and through the Closing Date did not include any untrue statement of
a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading, and the Disclosure Package, as of the Initial Sale Time through the Closing Date, any Issuer Free Writing Prospectus as of
its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as
of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (ii) as of the Closing
Date the representations and warranties of the Company contained herein and in the Securities Purchase Agreement were and are accurate
in all material respects, and that the obligations to be performed by the Company hereunder have been fully performed in all material
respects.
E.
Secretary’s Certificate. On the Closing Date, the Placement Agent shall have received from the Company a certificate
of the corporate secretary of the Company, dated the Closing Date, certifying to the organizational documents of the Company, good standing
in the jurisdiction of formation of the Company and board resolutions authorizing the Offering of the Securities.
F.
Intentionally deleted.
G.
No Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development
involving a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the
Company from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus;
(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates of
the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision,
ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company,
except as set forth in the Registration Statement, the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued
under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration
Statement, the Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which
are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material
respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure
Package nor the Prospectus nor any amendment or supplement thereto shall 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, in light of the circumstances under which
they were made, not misleading.
H.
Delivery of Agreements.
(i) Lock-Up Agreements.
On or before the Closing Date, the Company shall have delivered to the Placement Agent executed copies of the Lock-Up Agreement from each
of the Company’s officers, directors and beneficial owners of 5% or more of any class of the Company's securities.
(ii) Placement Agent
Warrant. On the Closing Date, the Company shall have delivered to the Placement Agent an executed copy or copies of the Placement
Agent Warrant(s) in such designations as requested by the Placement Agent.
I.
Additional Documents. At the Closing Date, Placement Agent’s counsel shall have been furnished with such documents
and opinions as they may require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of
any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance to the Placement Agent and Placement Agent’s counsel.
| 9. | Indemnification and Contribution; Procedures. |
A.
Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates
and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers,
agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity
or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments,
assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person
for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly
provided in this Agreement) (collectively, the “Expenses”) incurred by an Indemnified Person in investigating, preparing,
pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus,
the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials
or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including
any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii)
any application or other document or written communication (in this Section 9, collectively called “application”) executed
by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under
the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange;
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon,
and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse each Indemnified Person for all
Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement.
Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified
Person would have if he was a party to this Agreement. The Company agrees to reimburse such expenses incurred by an Indemnified Person
pursuant to which indemnity may be sought hereunder within thirty (30) days after receipt by the Company of a statement requesting such
reimbursement from time to time, whether prior to or after final disposition of any proceeding.
B.
Procedure. Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect
to which indemnity may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company
in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation
or liability which the Company may have on account of this Section 9 or otherwise to such Indemnified Person,
except to the extent (and only to the extent) that its ability to assume the defense of any such action (as contemplated in the next sentence)
is actually impaired by such failure or delay. The Company shall, if requested by the Placement Agent, assume the defense of any
such action (including the employment of counsel reasonably satisfactory to the Placement Agent). Any Indemnified Person 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 Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel
for the benefit of the Placement Agent and the other Indemnified Persons or (ii) such Indemnified Person shall have been advised that
in the opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel
engaged by the Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person and any other
person represented or proposed to be represented by such counsel, it being understood,
however, that the Company shall not be liable for the expenses of more than one separate
counsel (together with local counsel), representing the Placement Agent and
all Indemnified Persons who are parties to such action. The Company shall not be liable for any settlement of any action effected
without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written
consent of the Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending
or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether
or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional
release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action for which indemnification
or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution obligations of the
Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as
every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense
as it is incurred (and in no event later than 30 days following the date of any invoice therefor).
C.
Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or
any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case
any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration
Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought
against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other
person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees
promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers,
directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure
Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure by the Company
so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may
have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as
a proximate result of such failure.
D.
Contribution. In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any indemnified
person, then each indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified person in such
proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any
other Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately
preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the
one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such
Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute
less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses
in excess of the amount of commissions actually received by the Placement Agent pursuant to this Agreement. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand or the Placement Agent on the other and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Placement Agent agree that it would not be just and equitable if contributions pursuant to this subsection (D) were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to above in this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement
Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the total
value received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to the Placement
Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.
E.
Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified
Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection
with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities
(and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct
in connection with any such advice, actions, inactions or services.
F.
Survival. The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain
in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection
with, this Agreement. Each Indemnified Person is an intended third-party beneficiary of this Section 9, and has the right to enforce the
provisions of Section 9 as if he/she/it was a party to this Agreement.
| 10. | Limitation of FT Global’s Liability to the Company. |
FT Global and the Company
further agree that neither FT Global nor any of its affiliates or any of their respective officers, directors, controlling persons (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the
Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct
or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or
equitable relief arising out of or relating to this Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses that arise out of or are based on any action of or failure to act by FT Global and that are finally judicially determined
to have resulted solely from the gross negligence or willful misconduct of FT Global.
| 11. | Limitation of Engagement to the Company. |
The Company acknowledges
that FT Global has been retained only by the Company, that FT Global is providing services hereunder as an independent contractor (and
not in any fiduciary or agency capacity) and that the Company’s engagement of FT Global is not deemed to be on behalf of, and is
not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against
FT Global or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing
by FT Global, no one other than the Company is authorized to rely upon any statement or conduct of FT Global in connection with this Agreement.
The Company acknowledges that any recommendation or advice, written or oral, given by FT Global to the Company in connection with FT Global’s
engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,
and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used
or relied upon for any other purpose. FT Global shall not have the authority to make any commitment binding on the Company. The Company,
in its sole discretion, shall have the right to reject any investor introduced to it by FT Global. If any purchase agreement and/or related
transaction documents are entered into between the Company and the investors in the Offering, FT Global will be entitled to rely on the
representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction
documents as if such representations, warranties, agreements and covenants were made directly to FT Global by the Company.
| 12. | Amendments and Waivers. |
No supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise
any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.
In the event of the consummation
or public announcement of any Offering, FT Global shall have the right to disclose its participation in such Offering, including, without
limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals. FT Global
agrees not to use any confidential information concerning the Company provided to FT Global by the Company for any purposes other than
those contemplated under this Agreement.
The headings of the various
sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.
This Agreement may be executed
in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original
and all such counterparts shall together constitute one and the same instrument. The words “execution,” “signed”
and “signature” and words of like import in this Agreement and all documents relating thereto, shall (to the extent permissible
under governing documents) include images of manually executed signatures transmitted by facsimile or other electronic format (including,
without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other applicable law.
The invalidity, illegality
or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity, legality or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid, illegal or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary
to make it valid and enforceable.
The Company will furnish
FT Global such written information as FT Global reasonably requests in connection with the performance of its services hereunder. The
Company understands, acknowledges and agrees that, in performing its services hereunder, FT Global will use and rely entirely upon such
information as well as publicly available information regarding the Company and other potential parties to an Offering and that FT Global
does not assume responsibility for independent verification of the accuracy or completeness of any information, whether publicly available
or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any financial
information, forecasts or projections considered by FT Global in connection with the provision of its services.
| 18. | Absence of Fiduciary Relationship. |
The Company acknowledges
and agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Securities
and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created in respect of any
of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company
on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement were established by the Company
following discussions and arms-length negotiations with the Investors and the Company is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Placement
Agent and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company
and that the Placement Agent has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory
or agency relationship; and (d) it has been advised that the Placement Agent is acting, in respect of the transactions contemplated by
this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agent may have
interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have
against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering.
| 19. | Survival of Indemnities, Representations, Warranties, Etc. |
The respective indemnities,
covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this Agreement
or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made
by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of
and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant
to Section 5, the payment, reimbursement, indemnity, contribution, advancement and limitation of liability agreements contained in Sections
2, 3, 9, 10, and 11, and the Company’s covenants, representations, and warranties set forth in this Agreement, shall not terminate
and shall remain in full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the covenants,
warranties and representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any of the Placement Agent, any person who controls
the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of
the Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.
This Agreement shall be
governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed
therein, without regard to its choice of law provisions. Any disputes that arise under this Agreement, even after the termination of this
Agreement, will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The parties
hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York, Borough of
Manhattan. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting
in the City and County of New York, Borough of Manhattan. The Company hereby appoints Puglisi & Associates, as its authorized agent
(the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated herein. The Company hereby represents and warrants that the Authorized Agent has
accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action,
including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.
All communications hereunder
shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:
If to the Company:
China Natural Resources, Inc.
Room 2205, 22/F, West Tower, Shun
Tak Centre,
168-200 Connaught Road Central,
Sheung Wan, Hong Kong
Attn: Chairman and CEO
If to the Placement Agent:
FT Global Capital, Inc.
1688 Meridian Avenue, Suite 700,
Miami Beach, FL 33139
786-220-6129 (Office); 786-655-8201
(Fax)
Attention: President, CEO
Any party hereto may change
the address for receipt of communications by giving written notice to the others.
This Agreement constitutes
the entire agreement of FT Global and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. 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, and the remainder of this Agreement shall remain in full force and effect.
This Agreement will inure
to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling
persons referred to in Section 9 hereof, and to their respective successors, and personal representatives, and, except as set forth in
Section 9 of this Agreement, no other person will have any right or obligation hereunder.
[SIGNATURE PAGE TO FOLLOW]
In acknowledgment
that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please
sign in the space provided below, whereupon this letter shall constitute a binding agreement as of the date executed.
Very truly yours,
China Natural Resources,
Inc.
By: /s/ Wong Wah On
Edward
Name: Wong Wah On Edward
Title:
Chairman and CEO
Confirmed as of the date
first written above:
FT GLOBAL CAPITAL, INC.
By: /s/ Patrick Ko
Name: Patrick Ko
Title: President
and CEO
SCHEDULE I
Issuer General Use Free
Writing Prospectuses
None.
Exhibit A
Lock-Up Agreement
China Natural Resources, Inc.
[DATE]
FT Global Capital,
Inc.
1688 Meridian
Avenue, Suite 700
Miami Beach,
FL 33139
Re:
China Natural Resources, Inc.- Lock-Up Agreement
Dear
Sirs:
This Lock-Up Agreement
is being delivered to you in connection with that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated as of February [_], 2024, by and among China Natural Resources, Inc., a British Virgin Islands exempted company (the “Company”)
and the investors party thereto (the “Buyers”), with respect to the issuance of (i) certain shares of the Company’s
common stock, no par value, (the “Common Shares”) and (ii) warrants (the “Warrants”) to purchase
Common Shares. Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Purchase Agreement.
In order to induce the
Buyers to enter into the Purchase Agreement, the undersigned agrees that, commencing on the date hereof and ending on the ninetieth (90th)
calendar day anniversary of the Closing Date (provided that such period shall be extended by the number of Trading Days during such period
and any extension thereof contemplated by this proviso on which the Registration Statement is not effective or any prospectus contained
therein is not available for use) (the “Lock-Up
Period”), the undersigned will not, and will cause all affiliates (as defined in Rule 144 promulgated under the Securities
Act of 1933, as amended) of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned not
to, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make
any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Shares,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder with respect to any Common Shares owned directly by the undersigned (including
holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities
and Exchange Commission (collectively, the “Undersigned's Shares”), (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any
of the Undersigned’s Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration
statement, including any amendments thereto, with respect to the registration of any Common Shares or (iv) publicly disclose the intention
to do any of the foregoing.
The
foregoing restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity
with the undersigned or any affiliate of the undersigned, from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even
if the Undersigned's Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions
would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put
or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives
any significant part of its value from the Undersigned's Shares.
Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or
donees thereof agree to be bound in writing by the restrictions set forth herein; (ii) to any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by
the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes
of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote
than first cousin; or (iii) to a third party to the extent such transfer is required pursuant to an existing court order. The undersigned
now has, and, except as contemplated by clauses (i) and (ii) above, for the duration of this Lock-Up Agreement will have, good and marketable
title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company's transfer agent (the “Transfer Agent”) and
registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions.
In order to enforce
this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions
in violation of this Lock-Up Agreement.
The undersigned acknowledges
that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Buyer to complete the transactions
contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance of the undersigned's obligations
hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Lock-Up
Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the
closing of the transactions contemplated by the Purchase Agreement.
The
undersigned understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
This
Lock-Up Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not
for the benefit of, nor may any provision hereof be enforced by, any other person other than FT Global Capital, Inc.
This
Lock-Up Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered
one and the same instrument.
This
Lock-Up Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any
choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws
of any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State of
New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction's choice of law or
conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
[Remainder of page intentionally left
blank]
Very
truly yours,
| By:______________________________________
| |
| | Name:
Title: | |
| | | |
Address: ___________________________
| ___________________________________ | |
| ___________________________________ | |
Agreed
to and Acknowledged:
China Natural
Resources, Inc.
By:
_______________________
Exhibit 15.1
21
February 2024
Dear
Sirs
China
Natural Resources, Inc.
We
have acted as counsel as to British Virgin Islands law to China Natural Resources, Inc., a company limited by shares incorporated with
limited liability in the British Virgin Islands (the "Company"), in connection with the entry by the Company into the
Transaction Documents (as defined below), pursuant to which the Company will issue and sell:
| (i) | up
to 1,487,870 Common Shares (as defined below) in a registered direct placement pursuant to
the Registration Statement (as defined below) to the Purchasers (as defined below) in such
issuance (the "Offering Common Shares"); and |
| (ii) | in
a concurrent private placement, (a) Warrants (as defined below) to the Purchasers (the “Investor
Warrants”) to purchase an aggregate of 1,115,903 Common Shares (the “Investor
Warrant Shares”), and (b) Warrants to the Placement Agent (the "PA Warrants")
to purchase an aggregate of 74,394 Common Shares (the "PA Warrant Shares",
and together with the Investor Warrant Shares, the "Warrant Shares"). |
We
have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The
public records of the Company on file and available for public inspection at the Registry
of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs")
on 19 February 2024, including the Company's Certificate of Incorporation and its Amended
and Restated Memorandum and Articles of Association registered on 16 January 2014 (the "Memorandum
and Articles"). |
| 1.2 | The
records of proceedings available from a search of the electronic records maintained on the
Judicial Enforcement Management System from 1 January 2000 and available for inspection on
19 February 2024 at the British Virgin Islands High Court Registry (the "High Court
Registry"). |
| 1.3 | The
written resolutions of the board of directors of the Company dated 16 February 2024 and the
written resolutions of the Pricing Committee of the board of directors of the Company dated
16 February 2024 (together, the "Resolutions"). |
| 1.4 | A
certificate of good standing with respect to the Company issued by the Registrar of Corporate
Affairs dated 19 February 2024 (the "Certificate of Good Standing"). |
| 1.5 | A
Certificate of Incumbency dated 20 February 2024, issued by Bolder Corporate Services (BVI)
Limited, the Company's registered agent, (a copy of which is attached as Annexure A) (the
"Registered Agent's Certificate"). |
| 1.6 | The
Company's registration statement on Form F-3 (Registration No. 333-268454), which was filed
with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
on 3 February 2023 and declared effective by the SEC on 10 February 2023 (the "Registration
Statement"), relating to the following securities to be issued and sold by the Company
from time to time ("Securities"): |
| (a) | common
shares of the Company of no par value ("Common Shares"); |
| (b) | preferred
shares of the Company of no par value ("Preferred Shares"); |
| (c) | debt
securities, including senior debt securities, senior subordinated debt securities and subordinated
debt securities of the Company (collectively, "Debt Securities"), each series
of Debt Securities to be issued under an indenture to be entered into by the Company and
the trustee for such Debt Securities (each, an "Indenture" and together,
the "Indentures"); |
| (d) | warrants
to purchase Common Shares, Preferred Shares or Debt Securities (or any combination thereof)
in the Company ("Warrants"); and |
| (e) | units
consisting of any combination of the Securities ("Units"), each series of
Units to be issued under unit agreements to be entered into between the Company and a unit
agent for such Units (each, a "Unit Agreement" and together, the "Unit
Agreements"). |
| 1.7 | The
prospectus supplement to the Registration Statement dated 16 February 2024. |
| 1.8 | The
transaction documents listed in the Second 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 British Virgin Islands which are in force on the date of this opinion letter.
In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of
this opinion letter, of the Certificate of Good Standing and the Registered Agent's Certificate. We have also relied upon the following
assumptions, which we have not independently verified:
| 2.1 | The
Memorandum and Articles registered on 16 January 2014 remain in full force and effect and
are unamended. |
| 2.2 | The
Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including,
without limitation, with respect to the disclosure of interests (if any) by directors of
the Company) and have not been amended, varied or revoked in any respect. |
| 2.3 | The
shareholders of the Company (the "Shareholders") have not restricted or
limited the powers of the directors of the Company (the "Directors") in
any way. |
| 2.4 | There
is nothing contained in the minute book or corporate records of the Company (which we have
not inspected) which would or might affect the opinions set out below. |
| 2.5 | The
Company has not created any charges over any of its property or assets other than those contemplated
by the Transaction Documents. |
| 2.6 | 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 British Virgin Islands). |
| 2.7 | 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 (the
"Relevant Law") and all other relevant laws (other than, with respect to
the Company, the laws of the British Virgin Islands). |
| 2.8 | The
choice of the Relevant Law 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 (the
"Relevant Jurisdiction") and any other relevant jurisdiction (other than
the British Virgin Islands) as a matter of the Relevant Law and all other relevant laws (other
than the laws of the British Virgin Islands). |
| 2.9 | Where
a Transaction Document has been provided to us in draft or undated form, it will be duly
executed, dated and unconditionally delivered by all parties thereto in materially the same
form as the last version provided to us. |
| 2.10 | 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, and translations of documents provided
to us are complete and accurate. |
| 2.11 | All
signatures, initials and seals are genuine. |
| 2.12 | All
public records of the Company which we have examined are accurate and the information disclosed
by the searches which we conducted against the Company at the Registry of Corporate Affairs
and the High Court Registry is true and complete and such information has not since then
been altered and such searches did not fail to disclose any information which had been delivered
for registration but did not appear on the public records at the date of our searches. |
| 2.13 | 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 British Virgin
Islands) to enter into, execute, unconditionally deliver and perform their respective obligations
under the Transaction Documents. |
| 2.14 | Each
Director considers the transactions contemplated by the Transaction Documents to be of commercial
benefit to the Company and has acted in good faith in the best interests of the Company,
and for a proper purpose of the Company, in relation to the transactions which are the subject
of this opinion letter. |
| 2.15 | There
is no contractual or other prohibition or restriction (other than as arising under British
Virgin Islands law) binding on the Company prohibiting or restricting it from entering into
and performing its obligations under the Transaction Documents. |
| 2.16 | No
monies paid to or for the account of any party under the Transaction Documents represent
or will represent proceeds of criminal conduct (as defined in the Proceeds of Criminal Conduct
Act (As Revised)). |
| 2.17 | None
of the parties to the Transaction Documents (other than the Company) is a company incorporated,
or a partnership or foreign company registered, under applicable British Virgin Islands law
and all the activities of such parties in relation to the Transaction Documents and any transactions
entered into thereunder have not been and will not be carried on through a place of business
in the British Virgin Islands. |
| 2.18 | The
Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect
of any sovereign entity or state. |
| 2.19 | Payment
obligations of the Company under the Transaction Documents are unsubordinated and undeferred
as a contractual matter under the governing law of the Transaction Documents and the parties
to the Transaction Documents do not subsequently agree to subordinate or defer their claims. |
| 2.20 | Prior
to, at the time of, and immediately following execution of the Transaction Documents the
Company was, or will be, able to pay its debts as they fell, or fall, due, and the transactions
to which the Transaction Documents relate will not cause the Company to become unable to
pay its debts as they fall due. The Company has entered, or will enter, into the Transaction
Documents for proper value, not with an intention to defraud or wilfully defeat an obligation
owed to any creditor and the transactions contemplated thereby do not and will not give any
creditor an unfair preference. |
| 2.21 | The
Company is not the subject of legal, arbitral, administrative or other proceedings in any
jurisdiction. Nor have the Directors or Shareholders taken any steps to have the Company
struck off or placed in liquidation, nor have any steps been taken to wind up the Company.
Nor has any receiver been appointed over any of the Company's property or assets. |
| 2.22 | There
is nothing under any law (other than the laws of the British Virgin Islands) which would
or might affect the opinions set out below. Specifically, we have made no independent investigation
of the Relevant Law. |
| 2.23 | At
the time of the issue of the Warrant Shares upon the exercise of the Investor Warrants and
the PA Warrants (as applicable) pursuant to the Transaction Documents (the "Warrant
Exercise"): |
| (a) | the
laws of the British Virgin Islands (including the Act (as defined below)) will not have changed
in such way as to materially impact the issue of such Common Shares; |
| (b) | the
Company will have sufficient authorised but unallotted and unissued Common Shares to issue
such number of Warrant Shares; |
| (c) | the
provisions of the Memorandum and Articles relating to the issue of Common Shares will not
have been altered, amended or restated; and |
| (d) | the
Company will not have been struck off or placed in liquidation. |
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 is a company limited by shares incorporated with limited liability under the BVI
Business Companies Act (as amended) (the "Act"), is in good standing at
the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin
Islands and possesses the capacity to sue and be sued in its own name. |
| 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: |
| (a) | the
issue, offer and sale of the Offering Common Shares; |
| (b) | the
issue, offer and sale of the Investor Warrants and the PA Warrants; |
| (c) | upon
the exercise of the Investor Warrants in accordance with the terms of the Investor Warrants,
the issue and allotment of the Investor Warrant Shares; |
| (d) | upon
the exercise of the PA Warrants in accordance with the terms of the PA Warrants, the issue
and allotment of the PA Warrant Shares; and |
| (e) | the
filing of the Registration Statement, |
in
each case pursuant to the Transaction Documents.
| 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 British Virgin Islands. |
| 3.4 | The
execution and delivery of the Transaction Documents, and the performance by the Company of
its obligations under the Transaction Documents, have been authorised by and on behalf of
the Company and, upon the execution and unconditional delivery of the Transaction Documents
by a Director or other Authorized Officer (as defined in the Resolutions) for and on behalf
of the Company, the Transaction Documents will have been duly executed and delivered on behalf
of the Company and will constitute the legal, valid and binding obligations of the Company
enforceable in accordance with their terms. |
| 3.5 | The
Company is authorised to issue a maximum of 200,000,000 Common Shares and 10,000,000 Preferred
Shares. |
| 3.6 | When
(i) the Offering Common Shares, (ii) the Investor Warrant Shares issuable upon exercise of
the Investor Warrants, and (iii) the PA Warrant Shares issuable upon exercise of the PA Warrants,
are issued by the Company in accordance with the terms of the Transaction Documents against
payment in full of the consideration therefor set forth in the Transaction Documents and
appropriate entries are made in the register of members (shareholders) of the Company, such
Common Shares will be validly issued and allotted as fully paid and non-assessable and will
not be subject to any pre-emptive or similar rights under British Virgin Islands law or the
Memorandum and Articles. Upon entry on the register of members of the Company, each Purchaser
thereof or other Warrant holder (as the case may be) will be the registered legal holder
of such Common Shares as is set out against its name in such register. |
| 3.7 | No
authorisations, consents, approvals, licences, validations or exemptions are required by
law from any governmental authorities or agencies or other official bodies in the British
Virgin Islands in connection with: |
| (a) | the
execution, creation or delivery of the Transaction Documents by and on behalf of the Company; |
| (b) | enforcement
of the Transaction Documents against the Company; or |
| (c) | the
performance by the Company of its obligations under the Transaction Documents. |
| 3.8 | With
the exception of filing fees charged by the Registry of Corporate Affairs in respect of any
optional filings made at the Registry of Corporate Affairs no taxes, fees or charges (including
stamp duty) are payable (either by direct assessment or withholding) to the government or
other taxing authority in the British Virgin Islands under the laws of the British Virgin
Islands in respect of: |
| (a) | the
execution or delivery of the Transaction Documents; |
| (b) | the
enforcement of the Transaction Documents; |
| (c) | payments
made under, or pursuant to, the Transaction Documents; or |
| (d) | the
filing of the Registration Statement. |
Companies
incorporated or registered under the Act are currently exempt from income and corporate tax. In addition, the British Virgin Islands
does not levy capital gains tax on companies incorporated or registered under the Act. There is no applicable statutory usury or interest
limitation law in the British Virgin Islands which would restrict the recovery of payments or the performance by the Company of its obligations
under the Transaction Documents.
| 3.9 | The
courts of the British Virgin Islands will observe and give effect to the choice of the Relevant
Law as the governing law of the Transaction Documents. |
| 3.10 | Based
solely on our inspection of the High Court Registry there were no actions or petitions pending
against the Company in the High Court of the British Virgin Islands as at the time of our
search on 19 February 2024. |
| 3.11 | On
the basis of our searches conducted at the Registry of Corporate Affairs and at the High
Court Registry, no currently valid order or resolution for the winding-up of the Company
and no current notice of appointment of a receiver over the Company, or any of its assets,
appears on the records maintained in respect of the Company. It is a requirement under section
118 of the Insolvency Act (As Revised) that notice of appointment of a receiver be registered
with the Registry of Corporate Affairs under section 118 of the Insolvency Act (As Revised).
However, it should be noted that the absence of a registered notice of appointment of a receiver
is not conclusive as to there being no existing appointment of a receiver in respect of the
Company or its assets. |
| 3.12 | On
the basis of our search conducted at the Registry of Corporate Affairs, no register of mortgages,
charges and other encumbrances was filed by the Company pursuant to section 111A of the International
Business Companies Act (As Revised) (the "IBC Act") prior to its re-registration
under the Act. Furthermore, no charge created by the Company has been registered pursuant
to section 163 of the Act. |
| 3.13 | The
submission by the Company in the Transaction Documents to the jurisdiction of the courts
of the Relevant Jurisdiction is legal, valid and binding on the Company assuming that the
same is true under the governing law of the Transaction Documents and under the laws, rules
and procedures applying in the courts of the Relevant Jurisdiction. |
| 3.14 | Any
final and conclusive monetary judgment obtained against the Company in the courts of the
Relevant Jurisdiction (the "Foreign Judgment") in respect of the Transaction
Documents, for a definite sum, would be treated by the courts of the British Virgin Islands
as a cause of action in itself such that in seeking to have the courts of the British Virgin
Islands recognise and enforce the Foreign Judgment in the form of and by means of a corresponding
judgment of the British Virgin Islands court, no retrial of the issues would be necessary
provided that in respect of the Foreign Judgment: |
| (a) | the
foreign court issuing the Foreign Judgment had jurisdiction in the matter and the Company
either submitted to such jurisdiction or was resident or carrying on business within such
jurisdiction and was duly served with process; |
| (b) | the
Foreign Judgment given by the foreign court was not in respect of penalties, taxes, fines
or similar fiscal or revenue obligations of the Company; |
| (c) | in
obtaining the Foreign Judgment there was no fraud on the part of the person in whose favour
the Foreign Judgment was given or on the part of the court; |
| (d) | recognition
or enforcement of the Foreign Judgment in the British Virgin Islands would not be contrary
to public policy; and |
| (e) | the
proceedings pursuant to which the Foreign Judgment was obtained were not contrary to natural
justice. |
| 3.15 | It
is not necessary to be licensed, qualified or otherwise entitled to carry on business in,
or otherwise registered with, any governmental or other authority of or in the British Virgin
Islands in order to claim and enforce in the British Virgin Islands any right in the Transaction
Documents. |
| 3.16 | It
is not necessary to ensure the legality, validity, enforceability or admissibility in evidence
of the Transaction Documents that any document be filed, recorded or enrolled with any governmental
authority or agency or any official body in the British Virgin Islands. |
| 3.17 | None
of the parties to the Transaction Documents (other than the Company) is or will be treated
as resident, domiciled or carrying on or transacting business in the British Virgin Islands
solely by reason of the negotiation, preparation or execution of the Transaction Documents. |
| 3.18 | The
Company is not entitled to any immunity under the laws of the British Virgin Islands whether
characterised as sovereign immunity or otherwise for any legal proceedings in the British
Virgin Islands to enforce or to collect upon the Transaction Documents. |
| 3.19 | There
is no exchange control legislation under British Virgin Islands law and accordingly there
are no exchange control regulations imposed under British Virgin Islands law. |
| 3.20 | There
are no usury or interest limitation laws in the British Virgin Islands which would limit
the recovery of payments from the Company in accordance with the Transaction Documents. |
| 3.21 | The
obligations of the Company under the Transaction Documents rank and will rank at least pari
passu with all its other present and future unsecured obligations (other than those preferred
by law). |
The
opinions expressed above are subject to the following qualifications:
| 4.1 | The
obligations assumed by the Company under the Transaction Documents will not necessarily be
enforceable in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement
may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts
or moratorium or other laws of general application relating to or affecting the rights of
creditors; |
| (b) | enforcement
may be limited by general principles of equity. For example, equitable remedies such as specific
performance may not be available, inter alia, where damages are considered to be an adequate
remedy; |
| (c) | some
claims may become barred under relevant statutes of limitation or may be or become subject
to defences of set-off, counterclaim, estoppel and similar defences; |
| (d) | where
obligations are to be performed in a jurisdiction outside the British Virgin Islands, they
may not be enforceable in the British Virgin Islands to the extent that performance would
be illegal under the laws of that jurisdiction; |
| (e) | the
courts of the British Virgin Islands have jurisdiction to give judgment in the currency of
the relevant obligation; |
| (f) | arrangements
that constitute penalties will not be enforceable; |
| (g) | enforcement
may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation,
public policy or mistake or limited by the doctrine of frustration of contracts; |
| (h) | an
agreement made by a person in the course of carrying on unauthorised financial services business
is unenforceable against the other party under section 50F of the Financial Services Commission
Act (As Revised); |
| (i) | provisions
imposing confidentiality obligations may be overridden by compulsion of applicable law or
the requirements of legal and/or regulatory process; |
| (j) | the
courts of the British Virgin Islands may decline to exercise jurisdiction in relation to
substantive proceedings brought under or in relation to the Transaction Documents in matters
where they determine that such proceedings may be tried in a more appropriate forum; |
| (k) | we
reserve our opinion as to the enforceability of the relevant provisions of a Transaction
Document to the extent that it purports to grant exclusive jurisdiction as there may be circumstances
in which the courts of the British Virgin Islands would accept jurisdiction notwithstanding
such provisions; and |
| (l) | a
company cannot, by agreement or in its articles of association, restrict the exercise of
a statutory power and there is doubt as to the enforceability of any provision in the Transaction
Documents whereby the Company covenants to restrict the exercise of powers specifically given
to it under the Act including, without limitation, the power to increase its maximum number
of shares, amend its memorandum and articles of association or present a petition to a British
Virgin Islands court for an order to wind up the Company. |
| 4.2 | Applicable
court fees will be payable in respect of enforcement of the Transaction Documents. |
| 4.3 | To
maintain the Company in good standing with the Registry of Corporate Affairs under the laws
of the British Virgin Islands, annual filing fees must be paid and returns made to the Registry
of Corporate Affairs within the time frame prescribed by law. |
| 4.4 | Preferred
creditors under British Virgin Islands law will rank ahead of unsecured creditors of the
Company. Furthermore, all costs, charges and expenses properly incurred in the winding up
of a company, including the remuneration of the liquidators, are payable out of the assets
of the company in priority to all other unsecured claims. |
| 4.5 | The
obligations of the Company may be subject to restrictions pursuant to United Nations and
United Kingdom sanctions extended to the British Virgin Islands by Orders in Council and/or
sanctions imposed by governmental or regulatory authorities or agencies in the British Virgin
Islands under British Virgin Islands legislation. |
| 4.6 | A
certificate, determination, calculation or designation of any party to the Transaction Documents
as to any matter provided therein might be held by a British Virgin Islands court not to
be conclusive final and binding if, for example, it could be shown to have an unreasonable
or arbitrary basis, or in the event of manifest error. |
| 4.7 | We
reserve our opinion as to the extent to which the courts of the British Virgin Islands would,
in the event of any relevant illegality or invalidity, sever the relevant provisions of the
Transaction Documents and enforce the remainder of the Transaction Documents or the transaction
of which such provisions form a part, notwithstanding any express provisions in the Transaction
Documents in this regard. |
| 4.8 | We
express no opinion as to the meaning, validity or effect of any references to foreign (i.e.
non-British Virgin Islands) statutes, rules, regulations, codes, judicial authority or any
other promulgations and any references to them in a Transaction Document. |
| 4.9 | Under
section 42 of the Act, the entry of the name of a person in the register of members of a
company as a holder of a share in a company is prima facie evidence that legal title in the
share vests in that person. 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 inaccuracy or omission). |
| 4.10 | In
this opinion the phrase "non-assessable" means, with respect to the issuance of
shares, that a shareholder shall not, in respect of the relevant shares and in the absence
of a contractual arrangement, or an obligation pursuant to the memorandum and articles of
association, to the contrary, have any obligation to make further contributions to the Company's
assets (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). |
| 4.11 | We
express no view as to the commercial terms of the Transaction Documents or whether such terms
represent the intentions of the parties and make no comment with regard to warranties or
representations that may be made by the Company. |
We
hereby consent to the filing of this opinion as an exhibit to a Report on Form 6-K that will be incorporated by reference into the Registration
Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.
The
opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any
other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Transaction
Documents and express no opinion or observation upon the terms of any such document.
This
opinion letter is addressed to and for the benefit solely of the addressees and may not be relied upon by any other person for any purpose,
nor may it be transmitted or disclosed (in whole or part) to any other person without our prior written consent.
Yours
faithfully
/s/
Maples and Calder (Hong Kong) LLP
Maples
and Calder (Hong Kong) LLP
First
Schedule
Addressees
| 1. | | FT
Global Capital, Inc.
1688
Meridian Avenue, Suite 700
Miami
Beach, FL 33139
(the
"Placement Agent") |
Second
Schedule
Transaction
Documents
| 1. | Placement
Agency Agreement dated 16 February 2024 between the Company and the Placement Agent. |
| 2. | The
Securities Purchase Agreements as follows: |
| (a) | Securities
Purchase Agreement dated 16 February 2024 between the Company and [Investor B]; and |
| (b) | Securities
Purchase Agreement dated 16 February 2024 between the Company and [Investor A]. |
| 3. | The
Investor Warrants as follows: |
| (a) | Common
Share Purchase Warrant issued by the Company to [Investor B] in respect of 557,951 Investor Warrant
Shares; and |
| (b) | Common
Share Purchase Warrant issued by the Company to [Investor A] in respect of 557,951 Investor Warrant
Shares. |
| 4. | The
PA Warrants as follows: |
| (a) | Common
Share Purchase Warrant issued by the Company to [placement agent designee A] in respect of 59,394 PA Warrant Shares;
and |
| (b) | Common
Share Purchase Warrant issued by the Company to [placement agent designee B] in respect of 15,000 PA
Warrant Shares. |
Annexure
A:
Registered
Agent's Certificate
EXHIBIT 15.3
FOR IMMEDIATE RELEASE
CHINA NATURAL
RESOURCES, INC. ANNOUNCES
REGISTERED
DIRECT PLACEMENT OF
$3.27 MILLION
OF COMMON SHARES AND PRIVATE PLACEMENT WARRANTS
HONG KONG, February 16, 2024 –
CHINA NATURAL RESOURCES, INC. (NASDAQ: CHNR) (the “Company”) announced that it has entered into a securities purchase
agreement with certain institutional investors for a registered direct placement of approximately $3.27 million of common shares, no par
value, at a price of $2.20 per share. The Company will issue a total of 1,487,870 common shares to the institutional investors. In a concurrent
private placement, the Company will also issue to the investors warrants (“Warrants”) initially exercisable for the purchase
of up to 1,115,903 common shares at an exercise price of $3.00 per share, which Warrants will have a term of 42 months from the date of
issuance. The net proceeds from this offering will be used for general working capital purposes. The completion of the offering is expected
to occur on or about February 21, 2024, subject to the satisfaction of customary closing conditions.
FT Global Capital, Inc. acted as the exclusive placement agent for the
transaction. The common shares are being offered through a prospectus supplement which is a part of the Company’s effective shelf
registration statement and the base prospectus contained therein. A shelf registration statement (SEC Filing No. 333-268454) relating
to these securities has been filed with and was declared effective by the Securities and Exchange Commission (the “SEC”) on
February 10, 2023.
A prospectus supplement related to the offering of the common shares will
be filed with the SEC and may be obtained via the SEC's website at www.sec.gov. This press release does not constitute an offer to sell
or the solicitation of an offer to buy, and these securities cannot be sold in any state in which this offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such state. Any offer will be made only by means of
a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
For further details of this transaction, please see the Form 6-K to be
filed with the SEC.
About China Natural Resources:
China Natural Resources, Inc. (NASDAQ: CHNR) is currently a holding company
that operates in two reportable operating segments: wastewater treatment and exploration and mining. Upon the completion of Precise Space-Time
Technology disposition on July 28, 2023, the Company is engaged in the acquisition and exploitation of mining rights in Inner Mongolia,
including exploring for lead, silver and other nonferrous metal, and is actively exploring business opportunities in the healthcare and
other non-natural resource sectors. China Natural Resources recently agreed to acquire Williams Minerals, which operates a lithium mine
in Zimbabwe, for a maximum consideration of US$1.75 billion. While there is no guarantee, the acquisition of Williams Minerals is expected
to close in 2024. Williams Minerals is owned by China Natural Resources’ controlling shareholder, Feishang Group Limited, and a
non-affiliate, Top Pacific (China) Limited.
Forward-Looking Statements:
This press release contains certain statements that may include “forward-looking
statements.” All statements other than statements of historical fact included herein are “forward-looking statements.”
These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects”
or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected
in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove
to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press
release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result
of a variety of factors, including the risk factors discussed in the Company’s reports that are filed or furnished with the SEC
and available on the SEC’s website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the applicable securities
laws, the Company does not assume a duty to update these forward-looking statements.
Company Contact
Zhu Youyi, Chief Financial Officer
Phone: 011-852-2810-7205
Email: cfo@chnr.net
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