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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September
5, 2024
ZW
Data Action Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
001-34647 |
20-4672080 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
Room
1811, Xinghuo Keji Plaza, No.
2 Fufeng Road,
Fengtai
District, Beijing,
CN
100070 |
|
(Address of Principal Executive Offices
and Zip Code)
|
Registrant’s telephone number, including area
code:
+86-10-60846616
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| ☐ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common
Stock, par value $0.001 |
|
CNET |
|
NASDAQ
Capital Market |
1.01 Entry into a Material Definitive Agreement.
On September 5, 2024, ZW Data Action Technologies Inc.
(the “Company”) entered into a Securities Purchase Agreement (the “Optimal Agreement”) with Optimal Success
Investments Limited, a British Virgin Island company (the “Optimal Success”), pursuant to which Optimal Success agreed
to purchase 358,424 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$268,818. The
closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Optimal Agreement.
On the date that the Optimal Agreement was signed, Optimal Success also entered into a lock-up agreement with the Company, whereby Optimal
Success agreed not to transfer the shares until six-month anniversary of the date of the Optimal Agreement.
Subsequently, on September 6, 2024, the Company entered
into a Securities Purchase Agreement (the “Amber Agreement”) with Amber Strong International Limited, a British Virgin
Island company (the “Amber Strong”), pursuant to which Amber Strong agreed to purchase 358,424 shares of common stock
of the Company, par value $0.001 per share for an aggregate purchase price of US$268,818. The closing shall take place on the date mutually
agreed by the parties, subject to the closing conditions contained in the Amber Agreement. On the date that the Amber Agreement was signed,
Amber Strong also entered into a lock-up agreement with the Company, whereby Amber Strong agreed not to transfer the shares until six-month
anniversary of the date of the Amber Agreement.
Copies of the securities purchase agreements and the
lock-op agreements are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure required by this
Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The shares were sold without registration under
the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2)
of the Securities Act and Regulations D and S promulgated thereunder as sales to accredited investors and in reliance
on similar exemptions under applicable state laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ZW DATA ACTION TECHNOLOGIES INC. |
| |
|
| Dated: September 9, 2024 |
|
| |
|
|
| |
By: |
/s/ Handong Cheng |
| |
|
Name: Handong Cheng |
| |
|
Title: Chief Executive Officer and Acting Chief Financial Officer |
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is dated as of September 5, 2024 by and among ZW Data Action Technologies
Inc., a Nevada corporation (NASDAQ: CNET) (the “Company”), and Optimal Success Investments Limited, a British Virgin
Islands business company (BVI Company number: 2091150 (the “Purchaser”).
ARTICLE I
Purchase and Sale of Common Stock
Section 1.1 Purchase
and Sale of Common Stock. Upon the following terms and conditions, the Company is offering to the Purchaser 358,424 shares of common
stock (the “Shares”).
Section 1.2 Purchase
Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration
of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees
to purchase the Shares for $0.75 per Share (the “Purchase Price”) for an aggregate purchase price of $268,818. The
Purchaser shall pay the Purchase Price in full at closing which shall take place at the offices of Loeb & Loeb, LLP, 345 Park Avenue,
New York, NY 10154 (the “Closing”) on the date mutually agreed to by the parties (the “Closing Date”).
Subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to Purchaser
(x) a certificate for the number of Shares subscribed for and (y) any other documents required
to be delivered pursuant to Article IV hereof.
ARTICLE II
Representations and Warranties
Section 2.1 Representations
and Warranties of the Company, its Subsidiaries and the PRC Operating Entities. The Company hereby represents and warrants to the
Purchaser on behalf of itself, its Subsidiaries (as hereinafter defined) and the PRC Operating Entities (as hereinafter defined), as of
the date hereof, as follows:
(a) Organization, Good
Standing and Power. Each of the Company, its Subsidiaries and the PRC Operating Entities is a corporation or other entity duly incorporated
or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as
applicable) and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it
is now being conducted. Each of the Company, its Subsidiaries and the PRC Operating Entities is duly qualified to do business and is in
good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary
except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect
(as defined in Section 2.1(g) hereof) on the Company’s consolidated financial condition.
(b) Corporate Power; Authority
and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Lock-Up
Agreement, attached hereto as Exhibit A (collectively, the “Transaction Documents”),and to issue and sell the
Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate
action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of the Transaction
Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application.
(c) Capitalization.
The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of the date hereof is set forth
in the Company’s filings made with the Securities and Exchange Commission (the “Commission”). All of the issued
and outstanding shares of common stock of the Company have been duly and validly authorized. The offer and sale of all capital stock,
convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable Federal and
state securities laws.
(d) Issuance of Shares.
The Shares to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares, when paid for or issued
in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable and, immediately after the Closing,
the Purchaser will be the record and beneficial owners of all of such securities and have good and valid title to all of such securities,
free and clear of all encumbrances.
(e) Subsidiaries.
There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon
any Subsidiary for the purchase or acquisition of any shares of capital stock of any Subsidiary or any other securities convertible into,
exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Neither the Company nor any Subsidiary is
subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any
Subsidiary or any convertible securities, rights, warrants or options of the type described in the preceding sentence. Except as filed
as exhibits with the Commission, neither the Company nor any Subsidiary is party to, nor has any knowledge of, any agreement restricting
the voting or transfer of any shares of the capital stock of any Subsidiary. For the purposes of this Agreement, “Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary
voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time
owned directly or indirectly by the Company and/or any of its other Subsidiaries. All of the outstanding shares of capital stock of each
Subsidiary has been duly authorized and validly issued, and are fully paid and nonassessable.
(f) Commission Documents,
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by
it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings
incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has not provided
to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was
required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions
contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. At the time
of the respective filings, the Form 10-K’s and the Form 10-Q’s complied in all material respects with the requirements of
the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules
and regulations applicable to such documents. As of their respective filing dates, none of the Form 10-K’s or Form 10-Q’s
contained any untrue statement of a material fact; and none omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the Commission Documents (the “Financial Statements”) comply as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and
regulations with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting
principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated
in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position
of the Company as of 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 year-end audit adjustments).
(g) No Material
Adverse Effect. Since September 5, 2024, neither the Company, the Subsidiaries, nor the PRC Operating Entities has experienced
or suffered any Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect” means any
material adverse effect on the business, operations, properties, or financial condition of the Company, its Subsidiaries, the PRC
Operating Entities, individually, or in the aggregate and/or any condition, circumstance, or situation that would prohibit or
otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any
material respect.
(h) No Undisclosed Liabilities.
Other than as set forth in the Commission Documents, to the knowledge of the Company, neither the Company, the Subsidiaries, nor the PRC
Operating Entities has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute,
accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s, the Subsidiaries’ and
the PRC Operating Entities’ respective businesses since September 5, 2024 and which, individually or in the aggregate, do not or
would not have a Material Adverse Effect on the Company, the Subsidiaries or the PRC Operating Entities.
(i) No Undisclosed Events
or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists with respect to the Company, the
Subsidiaries or the PRC Operating Entities or their respective businesses, properties, operations or financial condition, which, under
applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced
or disclosed.
(j) Indebtedness.
The Financial Statements set forth all outstanding secured and unsecured Indebtedness of the Company on a consolidated basis, or for which
the Company, the Subsidiaries or the PRC Operating Entities have commitments as of the date of Financial Statements or any subsequent
period that would require disclosure. For the purposes of this Agreement, “Indebtedness” shall mean (a) 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),
(b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same 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 (c) the present value of any lease
payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company, the Subsidiaries
nor the PRC Operating Entities is in default with respect to any Indebtedness.
(k) Title to Assets.
Each of the Company, the Subsidiaries and the PRC Operating Entities has good and marketable title to (i) all properties and assets purportedly
owned or used by them as reflected in the Financial Statements, (ii) all properties and assets necessary for the conduct of their business
as currently conducted, and (iii) all of the real and personal property reflected in the Financial Statements free and clear of any Lien.
All leases are valid and subsisting and in full force and effect.
(l) Actions Pending.
There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or,
to the knowledge of the Company, threatened against or involving the Company, any Subsidiary or any PRC Operating Entity which questions
the validity of this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or any action taken or
to be taken pursuant hereto or thereto.
(m) Compliance with Law.
The Company, the Subsidiaries and the PRC Operating Entities have all material franchises, permits, licenses, consents and other governmental
or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless
the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(n) No Violation.
The business of the Company, the Subsidiaries and the PRC Operating Entities is not being conducted in violation of any Federal, state,
local or foreign governmental laws, or rules, regulations and ordinances of any of any governmental entity, except for possible violations
which singularly or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required under
Federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents,
or issue and sell the Shares, in accordance with the terms hereof (other than (x) any consent, authorization or order that has been obtained
as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required
to be made by the Company with the Commission or state securities administrators subsequent to the Closing).
(o) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated herein do not and will not (i) violate any provision of the Company’s Articles of Incorporation or Bylaws, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,
license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound,
(iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”) of
any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company
is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local
or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable
to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected,
provided, however, that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
(p) Taxes. Each of
the Company, the Subsidiaries and the PRC Operating Entities, to the extent its applicable, has accurately prepared and filed all federal,
state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due
and all additional assessments, and adequate provisions have been and are reflected in the consolidated financial statements of the Company
for all current taxes and other charges to which the Company, the Subsidiaries or the PRC Operating Entities, if any, is subject and which
are not currently due and payable. None of the federal income tax returns of the Company have been audited by the Internal Revenue Service.
The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal, state or foreign)
of any nature whatsoever, whether pending or threatened against the Company or any subsidiary for any period, nor of any basis for any
such assessment, adjustment or contingency.
(q) Certain Fees.
No brokers fees, finder’s fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions
contemplated by this Agreement and the other Transaction Documents.
(r) Disclosure. Neither
this Agreement nor any other documents, certificates or instruments furnished to the Purchaser by or on behalf of the Company, the Subsidiaries
or the PRC Operating Entities in connection with the transactions contemplated by this Agreement contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements made herein or therein, taken as a whole and in the light
of the circumstances under which they were made herein or therein, not false or misleading.
(s) Intellectual Property.
Each of the Company, the Subsidiaries and the PRC Operating Entities, owns or has the lawful right to use all patents, trademarks, domain
names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual
property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, if any, and all rights with respect
to the foregoing, if any, which are necessary for the conduct of their respective business as now conducted without any conflict with
the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.
(t) Books and Record
Internal Accounting Controls. Except as may have otherwise been disclosed in the Commission Documents, the books and records of
the Company, the Subsidiaries and the PRC Operating Entities accurately reflect in all material respects the information relating to
the business of the Company, the Subsidiaries and the PRC Operating Entities, the location and collection of their assets, and the
nature of all transactions giving rise to the obligations or accounts receivable of the Company, the Subsidiaries or the PRC
Operating Entities. Except as disclosed in the Commission Documents, the Company, the Subsidiaries and the PRC Operating Entities
maintain a system of internal accounting controls sufficient, in the judgment of the Company, to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken
with respect to any differences.
(u) Material Agreements.
Any and all written or oral contracts, instruments, agreements, commitments, obligations, plans or arrangements, the Company, the Subsidiaries
and the PRC Operating Entities is a party to, that a copy of which would be required to be filed with the Commission as an exhibit to
a registration statement on Form S-1 (collectively, the “Material Agreements”) if the Company or any subsidiary were
registering securities under the Securities Act has previously been publicly filed with the Commission in the Commission Documents. Each
of the Company, the Subsidiaries and the PRC Operating Entities has in all material respects performed all the obligations required to
be performed by them to date under the foregoing agreements, have received no notice of default and are not in default under any Material
Agreement now in effect the result of which would cause a Material Adverse Effect.
(v) Transactions with
Affiliates. Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements,
contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company or any Subsidiary
on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company, or any of Subsidiaries, or any
person owning any capital stock of the Company or any Subsidiary or any member of the immediate family of such officer, employee, consultant,
director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder,
or a member of the immediate family of such officer, employee, consultant, director or stockholder.
(w) Securities Act of
1933. Assuming the accuracy of the representations of the Purchaser set forth in Section 2.2 hereof, the Company has complied and
will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares hereunder.
Neither the Company nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy
any of the Shares, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto
with, any person, or has taken or will take any action so as to bring the issuance and sale of any of the Shares in violation of the registration
provisions of the Securities Act and applicable state securities laws, and neither the Company nor any of its affiliates, nor any person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D under the Securities Act) in connection with the offer or sale of any of the Shares.
(x) Governmental Approvals.
Except for the filing of any notice prior or subsequent to the Closing Date that may be required under applicable state and/or Federal
securities laws (which if required, shall be filed on a timely basis), no authorization, consent, approval, license, exemption of, filing
or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,
is or will be necessary for, or in connection with, the execution or delivery of the Shares, or for the performance by the Company of
its obligations under the Transaction Documents.
(y) Employees. Except
as disclosed in the Commission Documents, neither the Company nor any subsidiary has any collective bargaining arrangements covering any
of its employees. Since September 5, 2024, no officer, consultant or key employee of the Company or any subsidiary whose termination,
either individually or in the aggregate, would have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has
any present intention of terminating his or her employment or engagement with the Company or any subsidiary.
(z) Public Utility Holding
Company Act; Investment Company Act and U.S. Real Property Holding Corporation Status. The Company is not a “holding company”
or a “public utility company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. The
Company is not, and as a result of and immediately upon the Closing will not be, an “investment company” or a company “controlled”
by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. 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.
(aa) ERISA. No
liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan (as defined below) by the Company
or any of its subsidiaries which is or would be materially adverse to the Company and its subsidiaries. The execution and delivery
of this Agreement and the other Transaction Documents and the issuance and sale of the Shares will not
involve any transaction which is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be
imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended, provided, that, if the Purchaser, or any person
or entity that owns a beneficial interest in the Purchaser, is an “employee pension benefit plan” (within the meaning of
Section 3(2) of ERISA) with respect to which the Company is a “party in interest” (within the meaning of Section 3(14)
of ERISA), the requirements of Sections 407(d)(5) and 408(e) of ERISA, if applicable, are met. As used in this Section 2.1(bb), the
term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is
or has been established or maintained, or to which contributions are or have been made, by the Company or any subsidiary or by any
trade or business, whether or not incorporated, which, together with the Company or any subsidiary, is under common control, as
described in Section 414(b) or (c) of the Code.
(bb) Sarbanes-Oxley Act.
The Company is in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),
and the rules and regulations promulgated thereunder, that are effective and for which compliance by the Company is required as of the
date hereof.
(cc) Additional PRC Representations and Warranties.
(i) All material consents,
approvals, authorizations or licenses requisite under PRC law for the due and proper establishment and operation of the PRC Operating
Entities have been duly obtained from the relevant PRC governmental authorities and are in full force and effect.
(ii) All filings and registrations
with the PRC governmental authorities required in respect of the PRC Operating Entities and their capital structure and operations including,
without limitation, to the extent applicable, tax bureau and customs authorities, have been duly completed in accordance with the relevant
PRC rules and regulations, except where the failure to complete such filings and registrations does not, and would not, individually or
in the aggregate, have a Material Adverse Effect.
(iii) Neither the Company,
the Subsidiaries, nor any PRC Operating Entity or affiliated entity is in receipt of any letter or notice from any relevant PRC governmental
or quasi-governmental authority notifying it of the revocation, or otherwise questioning the validity, of any licenses or qualifications
issued to it or any subsidy granted to it by any PRC governmental authority, or the need for compliance or remedial actions in respect
of the activities carried out by the Company or such subsidiary.
(iv) The PRC Operating
Entities have conducted their respective business activities within their permitted scope of business or have otherwise operated their
respective businesses in compliance with all relevant legal requirements and with all requisite licenses and approvals granted by competent
PRC governmental authorities other than such non-compliance that do not, and would not, individually or in the aggregate, have a Material
Adverse Effect. As to licenses, approvals and government grants and concessions requisite or material for the conduct of any part of the
PRC Operating Entities’ business which is subject to periodic renewal, neither the Company, the Subsidiaries, nor any PRC Operating
Entity has any knowledge of any grounds on which such requisite renewals will not be granted by the relevant PRC governmental authorities.
(v) The PRC Operating Entities
have complied with all applicable PRC laws and regulations in all material respects, including without limitation, laws and regulations
pertaining to welfare fund contributions, social benefits, medical benefits, insurance, retirement benefits, pensions or the like.
(dd) No Additional Agreements.
Neither the Company nor any of its affiliates has any agreement or understanding with the Purchaser with respect to the transactions contemplated
by the Transaction Documents other than as specified in the Transaction Documents.
(ee) Foreign Corrupt
Practices Act. Neither the Company, the Subsidiaries, the PRC Operating Entities, nor to the knowledge of the Company, the
Subsidiaries, the PRC Operating Entities any agent or other person acting on behalf of the Company, the Subsidiaries or the PRC
Operating Entities, has, directly or indirectly, (i) used any funds, or will use any proceeds from the sale of the Shares, 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 of the
Company (or made by any Person acting on their behalf of which the Company is aware) or any members of their respective management
which is in violation of any applicable law, or (iv) has violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder which was applicable to the Company or any of its
subsidiaries.
(ff) PFIC. None of
the Company or any of its Subsidiaries is or intends to become a “passive foreign investment company” within the meaning of
Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.
(gg) OFAC. None of
the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person
acting on behalf of any of the Company or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly
use the proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary of the Company,
joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by
OFAC.
(hh) Money Laundering
Laws. The operations of each of the Company, the Subsidiaries and the PRC Operating Entities have been conducted at all times in compliance
with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”) and no action,
suit or proceeding by or before any court or governmental authority or any arbitrator involving any of the Company, the Subsidiaries or
the PRC Operating Entities with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
Section 2.2 Representations
and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company as of the
date hereof:
(a) Organization and Good
Standing of the Purchaser. If the Purchaser is an entity, the Purchaser is a corporation, partnership or limited liability company
duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
(b) Authorization and
Power. The Purchaser has the requisite power and authority to enter into and perform this Agreement and each of the other Transaction
Documents to which the Purchaser is a party and to purchase the Shares being sold to it hereunder. The execution, delivery and performance
of this Agreement and each of the other Transaction Documents to which the Purchaser is a party and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company action, and no further
consent or authorization of the Purchaser or its Board of Directors, stockholders, partners, members, or managers, as the case may be,
is required. This Agreement and each of the other Transaction Documents to which the Purchaser is a party has been duly authorized, executed
and delivered by the Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with the terms hereof.
(c) No
Conflicts. The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the
Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby or related hereto do
not and will not (i) result in a violation of the Purchaser’s charter documents, bylaws, operating agreement, partnership
agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of any agreement, indenture or instrument or obligation to which the Purchaser is a party or by which its properties or assets are
bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental
agency applicable to the Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually
or in the aggregate, have a material adverse effect on such Purchaser). The Purchaser is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement or any other Transaction Document to which the Purchaser is a party
or to purchase the Shares in accordance with the terms hereof, provided, that for purposes of the representation made in this
sentence, the Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements of the Company
herein.
(d) Regulation S.
The Purchaser is a “non-US person” as defined in Regulation S and shall purchase the Shares in compliance with Regulation
S.
(e) Acquisition for Investment.
The Purchaser is acquiring the Shares solely for its own account for the purpose of investment and not with a view to or for sale in connection
with a distribution. The Purchaser does not have a present intention to sell the Shares, nor a present arrangement (whether or not legally
binding) or intention to effect any distribution of the Shares to or through any person or entity. The Purchaser acknowledges that it
is able to bear the financial risks associated with an investment in the Shares and that it has been given full access to such records
of the Company, the Subsidiaries and the PRC Operating Entities and to the officers of the Company, the Subsidiaries and the PRC Operating
Entities and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient
knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to
be able to evaluate the risks and merits of its investment in the Company. The Purchaser further acknowledges that it understands the
risks of investing in companies domiciled and/or which operate primarily in the PRC and that the purchase of the Shares involves substantial
risks.
(f) Opportunities for
Additional Information. The Purchaser acknowledges that it has had the opportunity to ask questions of and receive answers from, or
obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company.
(g) No General Solicitation.
The Purchaser acknowledges that the Shares were not offered to the Purchaser by means of any form of general or public solicitation or
general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or
other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar
or meeting to which the Purchaser was invited by any of the foregoing means of communications.
(h) Rule 144. The
Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption
from registration is available. The Purchaser acknowledges that the Purchaser is familiar with Rule 144, of the rules and regulations
of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been
advised that Rule 144 permits resales only under certain circumstances. The Purchaser understands that to the extent that Rule 144 is
not available, the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of
another exemption from such registration requirement.
(i) General. The Purchaser
understands that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of
Federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the
suitability of the Purchaser to acquire the Shares.
(j) Brokers. No Purchaser
has any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect to the transactions contemplated
by this Agreement.
ARTICLE III
Covenants
The Company covenants with the Purchaser as
follows:
Section 3.1 Securities
Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated
by any of the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable
law, rule and regulation, for the legal and valid issuance of the Shares.
Section 3.2 Compliance
with Laws. The Company shall comply, and cause each Subsidiary to comply in all material respects, with all applicable laws,
rules, regulations and orders.
Section 3.3 Reporting
Requirements. The Company shall comply in all respects with its reporting and filing obligations under the Exchange Act.
Section 3.4 Other Agreements.
The Company shall not enter into any agreement the terms of which would restrict or impair the ability of the Company to perform its obligations
under any Transaction Document.
Section 3.5 Disclosure
of Transaction. The Company shall file with the Commission, the Form 8-K describing the material terms of the transactions contemplated
hereby within four (4) Business Days following the Closing Date.
ARTICLE IV
CONDITIONS
Section 4.1 Conditions
Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue and sell the Shares
to the Purchaser is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy of the Purchaser’s
Representations and Warranties. The representations and warranties of the Purchaser in this Agreement and each of the other Transaction
Documents to which the Purchaser is a party shall be true and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which
shall be true and correct in all material respects as of such date.
(b) Performance by the
Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.
(c) No Injunction.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.
(d) Delivery of Purchase
Price. The Purchase Price for the Shares shall have been delivered to the Company.
(e) Delivery of Transaction
Documents. The Transaction Documents to which the Purchaser isa party shall have been duly executed and delivered by the Purchaser
to the Company.
Section 4.2 Conditions
Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser to purchase the Shares
is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for
the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion.
(a) Accuracy of the Company’s
Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction
Documents shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except
for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as
of such date.
(b) Performance by the
Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c) No Injunction.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.
(d) No Proceedings or
Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation
by any governmental authority shall have been threatened, against the Company or any subsidiary, or any of the officers, directors or
affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or
seeking damages in connection with such transactions.
(e) Stock Certificate.
The Company shall have executed and delivered to the Purchaser a stock certificate for the Shares.
(f) Resolutions. The
Board of Directors of the Company shall have adopted resolutions authorizing the transactions contemplated by this Agreement.
(g) Material Adverse Effect.
No Material Adverse Effect shall have occurred at or before the Closing Date.
(h) Delivery of the Transaction
Documents. The Transaction Documents to which the Companyisa party shall have been duly executed and delivered by the Company to the
Purchaser.
ARTICLE V
Stock Certificate Legend
Section 5.1 Legend.
Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE
BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR
(3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.”
The Company agrees to reissue
certificates representing any of the Shares, without the legend set forth above if at such time, prior to making any transfer of any such
securities, such holder thereof shall give written notice to the Company describing the manner and terms of such sale and removal as the
Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received
an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares under the Securities Act
is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed
disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has
received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state
securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant
to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the
Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required
in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been
effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business
days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable
state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it
is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it
is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination
is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation
of, any other restrictions on transfer contained in any other section of this Agreement.
ARTICLE VI
Indemnification
Section 6.1 General
Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and it directors, officers, managers, partners, members,
shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser as
a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. The Purchaser agrees
to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any
and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees,
charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants
made by the Purchaser herein.
Section 6.2 Indemnification
Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified Party”) will give
written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the
failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying
party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which
indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable
judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such
action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the
event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or
fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to
defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time
after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such
action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of
any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall
cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which
relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such
action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole
cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided, however, that the indemnifying party shall be liable for any settlement if the
indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such
notification. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not, without the Indemnified
Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which
imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by
the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnification
required by this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense,
as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party irrevocably
agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to
indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the
Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to
pursuant to the law.
ARTICLE VII
Miscellaneous
Section 7.1 Fees and
Expenses. Each of the parties to this Agreement shall pay its own fees and expenses of each party’s advisors, counsel, accountants
and other experts, if any, and all other expenses, incurred by each party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement and of all documents referred to in it.
Section 7.2 Specific Enforcement.
(a) The Company and the Purchaser
acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction
Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction
Documents and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which
any of them may be entitled by law or equity.
(b) Each of the Company
and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States District Court sitting in the Southern
District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated
hereby or thereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or
that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served
in any such suit, 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 in this Section 7.2 shall affect or limit any
right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. The Company hereby appoints Loeb & Loeb LLP, with offices at 345 Park Avenue, New York, NY 10153 as its agent
for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.
Section 7.3 Entire Agreement;
Amendment. This Agreement and the other Transaction Documents contains the entire understanding and agreement of the parties with
respect to the matters covered hereby and, except as specifically set forth herein or in the Transaction Documents, neither the Company
nor the Purchaser makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior
understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement nor
any of the Transaction Documents may be waived or amended other than by a written instrument signed by the Company and the Purchaser,
and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver
is sought.
Section 7.4 Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason
of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed
to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as
evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two
(2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business
day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier
machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address
of which no notice was given (in accordance with this Section 4), or the refusal to accept same, the notice, demand, consent, request,
instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit
of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses
or facsimile numbers as applicable:
If to the Company:
ZW Data Action Technologies Inc.
Room 1811, Xinghuo Keji Plaza, No. 2 Fufeng Road,
Fengtai District, Beijing, PRC 100070
Attention: Mr. Handong Cheng
Tel. No.: +86-10-51600828
Fax No.: +86-10-51600328
with copies (which shall not constitute notice)
to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Mitchell S. Nussbaum, Esq.
Tel. No.: (212) 407-4000
Fax No.: (212) 407-4990
If to the Purchaser:
Optimal Success Investments Limited
Unit 1102, 11/F, 29 Austin Road, Tsim Sha Tsui, Kowloon,
Hong Kong
Attention: Carrie Tsui
Tel. No.: +85221100018
Any party hereto may
from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other
party hereto.
Section 7.5 Waivers.
No waiver by any party 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 other provisions, 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 accruing to it thereafter.
Section 7.6 Headings.
The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules)
are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement.
Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to
the singular shall include the plural and vice versa.
Section 7.7 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser,
as applicable, provided, however, that, subject to federal and state securities laws and as otherwise provided in the Transaction
Documents, the Purchaser may assign its rights and delegate its duties hereunder in whole or in part (i) to a third party acquiring all
or substantially all of its Shares in a private transaction or (ii) to an affiliate, in each case, without the prior written consent of
the Company, after notice duly given by the Purchaser to the Company provided, that no such assignment or obligation shall affect
the obligations of the Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities,
by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon
the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.
Section 7.8 No Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
Section 7.9 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
Section 7.10 Survival.
The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder
for a period of three (3) years following the Closing Date.
Section 7.11 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original
thereof.
Section 7.12 Severability.
The provisions of this Agreement and the Transaction Documents are severable and, in the event that any court of competent jurisdiction
shall determine that any one or more of the provisions or part of the provisions contained in this Agreement or the Transaction Documents
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement or the Transaction Documents and such provision shall be
reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein,
so that such provisions would be valid, legal and enforceable to the maximum extent possible.
Section
7.13 Further Assurances. From and after the date of this Agreement, upon the request of the Purchaser or the Company,
each of the Company and the Purchaser shall execute and deliver such instrument, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
Section 7.15 Currency.
Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars. All amounts owing under this
Agreement or any Transaction Document shall be paid in US dollars. All amounts denominated in other currencies shall be converted in the
US 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 US dollars pursuant to this Agreement, the US dollar exchange rate as published in The
Wall Street Journal on the relevant date of calculation.
Section 7.16 Force
Majeure. If the transactions under this Agreement cannot be completed due to any political, military, government intervention or
any other force majeure causes which are out of the Company’s or the Purchaser’s control, this Agreement shall be terminated
automatically. Upon a termination in accordance with this Section 7.16, the Company and the Purchaser shall not have any further obligation
or liability (including as arising from such termination) to the other.
Section 7.17 Termination
by Mutual Agreement. This Agreement may be terminated prior to the Closing by written agreement of the Company and the Purchaser.
Upon a termination in accordance with this Section 7.17, the Company and the Purchaser shall not have any further obligation or liability
(including as arising from such termination) to the other.
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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officer as of the date first above written.
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Title: Chief Executive Officer |
COUNTERPART SIGNATURE PAGE
By its execution and delivery
of this signature page, the undersigned Purchaser hereby agrees to be bound by the terms and conditions of the Securities Purchase Agreement,
dated as of September 5, 2024.
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OPTIMAL SUCCESS INVESTMENTS LIMITED |
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By: |
/s/ Yiu Yu Cheung |
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Name: Yiu Yu Cheung |
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Title: Director |
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EXHIBIT A TO THE
SECURITIES PURCHASE AGREEMENT
FORM OF LOCK-UP AGREEMENT
Exhibit 10.2
LOCK-UP AGREEMENT
This
LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 5, 2024 by and among ZW Data Action Technologies Inc.,
a Nevada corporation (NASDAQ: CNET) (the “Company”), and Optimal Success Investments Limited, a British Virgin Island
business company (BVI Company Number: 2091150 (the “Purchaser”).
WHEREAS,
the Company intends to consummate a private placement transaction with the Purchaser, whereby the Company will issue 358,424 shares
of common stock (the “Shares”) to the Purchaser;
WHEREAS,
in connection with the transaction, the Company entered into a Securities Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), by and among the Company and the Purchaser, and certain other agreements, documents, instruments and certificates
necessary to carry out the purposes thereof (collectively, the “Transaction Documents”); and
WHEREAS,
in order to induce the Company and the Purchaser to enter into the Purchase Agreement, the Purchaser has agreed not to sell any of the
Shares, except in accordance with the terms and conditions set forth herein (the “Lock-Up Shares”). Capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement.
NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter contained, the parties hereto agree as follows:
1. Restriction
on Transfer; Term. The Purchaser hereby agrees not to offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or
grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise,
directly or indirectly) (each, a “Transfer”), any of the Lock-Up Shares until the six-month anniversary of the date
of this Agreement (the “Lock-Up Period”).
2. Ownership.
During the Lock-Up Period, the Purchaser shall retain all rights of ownership in the Lock-Up Shares, including, without limitation, voting
rights and the right to receive any dividends that may be declared in respect thereof.
3. Company
and Transfer Agent. The Company is hereby authorized and required to disclose the existence of this Agreement to its transfer agent.
The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the Lock-Up Shares if such transfer
would constitute a violation or breach of this Agreement.
4. Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason
of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed
to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as
evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two
(2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business
day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier
machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address
of which no notice was given (in accordance with this Section 4), or the refusal to accept same, the notice, demand, consent, request,
instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit
of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses
or facsimile numbers as applicable.
If to
the Company:
ZW Data
Action Technologies Inc.
Room
1811, Xinghuo Keji Plaza, No. 2 Fufeng Road,
Fengtai
District, Beijing, PRC 100070
Attention:
Mr. Handong Cheng
Tel.
No.: +86-10-51600828
Fax No.:
+86-10-51600328
with
copies (which copies shall not constitute notice to the Company) to:
Loeb
& Loeb LLP
345 Park
Avenue
New York,
NY 10154
Attn.:
Mitchell Nussbaum, Esq.
Tel.
No.: (212) 407-4159
Fax No.:
(212) 407-4990
If to
the Purchaser:
Optimal Success Investments Limited
Unit 1102, 11/F, 29 Austin Road, Tsim Sha Tsui, Kowloon,
Hong Kong
Attention: Carrie Tsui
Tel. No.: +85221100018
or to such other address
as any party may specify by notice given to the other party in accordance with this Section 4.
5. Amendment.
This Agreement may not be modified, changed, supplemented, amended or terminated, nor may any obligations hereunder be waived, except
by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted
herein.
6. Entire
Agreement. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and
supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) among the parties
with respect to such subject matter.
7. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
8. Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision
of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent
possible.
9. Binding
Effect; Assignment. This Agreement and the rights and obligations hereunder may not be assigned by the Purchaser hereto without the
prior written consent of the Company. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
10. Headings.
The section headings contained in this Agreement are inserted for reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such
other gender as is appropriate. References to the singular shall include the plural and vice versa.
11. Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original
thereof.
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IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above herein.
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ZW DATA ACTION TECHNOLOGIES INC. |
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OPTIMAL
SUCCESS INVESTMENTS LIMITED |
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By: |
/s/ Yiu Yu Cheung |
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Name: Yiu Yu Cheung |
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Title: Director |
4
Exhibit 10.3
SECURITIES PURCHASE
AGREEMENT
This SECURITIES PURCHASE
AGREEMENT (this “Agreement”) is dated as of September 6, 2024 by and among ZW Data Action Technologies
Inc., a Nevada corporation (NASDAQ: CNET) (the “Company”), and Amber Strong International Limited, a British Virgin
Islands business company (BVI Company number: 2069837 (the “Purchaser”).
ARTICLE I
Purchase and Sale of Common Stock
Section 1.1 Purchase
and Sale of Common Stock. Upon the following terms and conditions, the Company is offering to the Purchaser 358,424 shares of common
stock (the “Shares”).
Section 1.2 Purchase
Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration
of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees
to purchase the Shares for $0.75 per Share (the “Purchase Price”) for an aggregate purchase price of $268,818. The
Purchaser shall pay the Purchase Price in full at closing which shall take place at the offices of Loeb & Loeb, LLP, 345 Park Avenue,
New York, NY 10154 (the “Closing”) on the date mutually agreed to by the parties (the “Closing Date”).
Subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to Purchaser
(x) a certificate for the number of Shares subscribed for and (y) any other documents required
to be delivered pursuant to Article IV hereof.
ARTICLE II
Representations and Warranties
Section 2.1 Representations
and Warranties of the Company, its Subsidiaries and the PRC Operating Entities. The Company hereby represents and warrants to the
Purchaser on behalf of itself, its Subsidiaries (as hereinafter defined) and the PRC Operating Entities (as hereinafter defined), as of
the date hereof, as follows:
(a) Organization, Good
Standing and Power. Each of the Company, its Subsidiaries and the PRC Operating Entities is a corporation or other entity duly incorporated
or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as
applicable) and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it
is now being conducted. Each of the Company, its Subsidiaries and the PRC Operating Entities is duly qualified to do business and is in
good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary
except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect
(as defined in Section 2.1(g) hereof) on the Company’s consolidated financial condition.
(b) Corporate Power; Authority
and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Lock-Up
Agreement, attached hereto as Exhibit A (collectively, the “Transaction Documents”),and to issue and sell the
Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate
action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of the Transaction
Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application.
(c) Capitalization.
The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of the date hereof is set forth
in the Company’s filings made with the Securities and Exchange Commission (the “Commission”). All of the issued
and outstanding shares of common stock of the Company have been duly and validly authorized. The offer and sale of all capital stock,
convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable Federal and
state securities laws.
(d) Issuance of Shares.
The Shares to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares, when paid for or issued
in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable and, immediately after the Closing,
the Purchaser will be the record and beneficial owners of all of such securities and have good and valid title to all of such securities,
free and clear of all encumbrances.
(e) Subsidiaries.
There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon
any Subsidiary for the purchase or acquisition of any shares of capital stock of any Subsidiary or any other securities convertible into,
exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Neither the Company nor any Subsidiary is
subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any
Subsidiary or any convertible securities, rights, warrants or options of the type described in the preceding sentence. Except as filed
as exhibits with the Commission, neither the Company nor any Subsidiary is party to, nor has any knowledge of, any agreement restricting
the voting or transfer of any shares of the capital stock of any Subsidiary. For the purposes of this Agreement, “Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary
voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time
owned directly or indirectly by the Company and/or any of its other Subsidiaries. All of the outstanding shares of capital stock of each
Subsidiary has been duly authorized and validly issued, and are fully paid and nonassessable.
(f) Commission Documents,
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by
it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings
incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has not provided
to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was
required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions
contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. At the time
of the respective filings, the Form 10-K’s and the Form 10-Q’s complied in all material respects with the requirements of
the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules
and regulations applicable to such documents. As of their respective filing dates, none of the Form 10-K’s or Form 10-Q’s
contained any untrue statement of a material fact; and none omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the Commission Documents (the “Financial Statements”) comply as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and
regulations with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting
principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated
in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position
of the Company as of 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 year-end audit adjustments).
(g) No Material
Adverse Effect. Since September 6, 2024, neither the Company, the Subsidiaries, nor the PRC Operating Entities has experienced
or suffered any Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect” means any
material adverse effect on the business, operations, properties, or financial condition of the Company, its Subsidiaries, the PRC
Operating Entities, individually, or in the aggregate and/or any condition, circumstance, or situation that would prohibit or
otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any
material respect.
(h) No Undisclosed Liabilities.
Other than as set forth in the Commission Documents, to the knowledge of the Company, neither the Company, the Subsidiaries, nor the PRC
Operating Entities has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute,
accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s, the Subsidiaries’ and
the PRC Operating Entities’ respective businesses since September 6, 2024 and which, individually or in the aggregate, do not or
would not have a Material Adverse Effect on the Company, the Subsidiaries or the PRC Operating Entities.
(i) No Undisclosed Events
or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists with respect to the Company, the
Subsidiaries or the PRC Operating Entities or their respective businesses, properties, operations or financial condition, which, under
applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced
or disclosed.
(j) Indebtedness.
The Financial Statements set forth all outstanding secured and unsecured Indebtedness of the Company on a consolidated basis, or for which
the Company, the Subsidiaries or the PRC Operating Entities have commitments as of the date of Financial Statements or any subsequent
period that would require disclosure. For the purposes of this Agreement, “Indebtedness” shall mean (a) 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),
(b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same 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 (c) the present value of any lease
payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company, the Subsidiaries
nor the PRC Operating Entities is in default with respect to any Indebtedness.
(k) Title to Assets.
Each of the Company, the Subsidiaries and the PRC Operating Entities has good and marketable title to (i) all properties and assets purportedly
owned or used by them as reflected in the Financial Statements, (ii) all properties and assets necessary for the conduct of their business
as currently conducted, and (iii) all of the real and personal property reflected in the Financial Statements free and clear of any Lien.
All leases are valid and subsisting and in full force and effect.
(l) Actions Pending.
There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or,
to the knowledge of the Company, threatened against or involving the Company, any Subsidiary or any PRC Operating Entity which questions
the validity of this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or any action taken or
to be taken pursuant hereto or thereto.
(m) Compliance with Law.
The Company, the Subsidiaries and the PRC Operating Entities have all material franchises, permits, licenses, consents and other governmental
or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless
the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(n) No Violation.
The business of the Company, the Subsidiaries and the PRC Operating Entities is not being conducted in violation of any Federal, state,
local or foreign governmental laws, or rules, regulations and ordinances of any of any governmental entity, except for possible violations
which singularly or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required under
Federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents,
or issue and sell the Shares, in accordance with the terms hereof (other than (x) any consent, authorization or order that has been obtained
as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required
to be made by the Company with the Commission or state securities administrators subsequent to the Closing).
(o) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated herein do not and will not (i) violate any provision of the Company’s Articles of Incorporation or Bylaws, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond,
license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound,
(iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”) of
any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company
is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local
or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable
to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected,
provided, however, that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
(p) Taxes. Each of
the Company, the Subsidiaries and the PRC Operating Entities, to the extent its applicable, has accurately prepared and filed all federal,
state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due
and all additional assessments, and adequate provisions have been and are reflected in the consolidated financial statements of the Company
for all current taxes and other charges to which the Company, the Subsidiaries or the PRC Operating Entities, if any, is subject and which
are not currently due and payable. None of the federal income tax returns of the Company have been audited by the Internal Revenue Service.
The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal, state or foreign)
of any nature whatsoever, whether pending or threatened against the Company or any subsidiary for any period, nor of any basis for any
such assessment, adjustment or contingency.
(q) Certain Fees.
No brokers fees, finder’s fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions
contemplated by this Agreement and the other Transaction Documents.
(r) Disclosure. Neither
this Agreement nor any other documents, certificates or instruments furnished to the Purchaser by or on behalf of the Company, the Subsidiaries
or the PRC Operating Entities in connection with the transactions contemplated by this Agreement contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements made herein or therein, taken as a whole and in the light
of the circumstances under which they were made herein or therein, not false or misleading.
(s) Intellectual Property.
Each of the Company, the Subsidiaries and the PRC Operating Entities, owns or has the lawful right to use all patents, trademarks, domain
names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual
property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, if any, and all rights with respect
to the foregoing, if any, which are necessary for the conduct of their respective business as now conducted without any conflict with
the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.
(t) Books and Record
Internal Accounting Controls. Except as may have otherwise been disclosed in the Commission Documents, the books and records of
the Company, the Subsidiaries and the PRC Operating Entities accurately reflect in all material respects the information relating to
the business of the Company, the Subsidiaries and the PRC Operating Entities, the location and collection of their assets, and the
nature of all transactions giving rise to the obligations or accounts receivable of the Company, the Subsidiaries or the PRC
Operating Entities. Except as disclosed in the Commission Documents, the Company, the Subsidiaries and the PRC Operating Entities
maintain a system of internal accounting controls sufficient, in the judgment of the Company, to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken
with respect to any differences.
(u) Material Agreements.
Any and all written or oral contracts, instruments, agreements, commitments, obligations, plans or arrangements, the Company, the Subsidiaries
and the PRC Operating Entities is a party to, that a copy of which would be required to be filed with the Commission as an exhibit to
a registration statement on Form S-1 (collectively, the “Material Agreements”) if the Company or any subsidiary were
registering securities under the Securities Act has previously been publicly filed with the Commission in the Commission Documents. Each
of the Company, the Subsidiaries and the PRC Operating Entities has in all material respects performed all the obligations required to
be performed by them to date under the foregoing agreements, have received no notice of default and are not in default under any Material
Agreement now in effect the result of which would cause a Material Adverse Effect.
(v) Transactions with
Affiliates. Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements,
contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company or any Subsidiary
on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company, or any of Subsidiaries, or any
person owning any capital stock of the Company or any Subsidiary or any member of the immediate family of such officer, employee, consultant,
director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder,
or a member of the immediate family of such officer, employee, consultant, director or stockholder.
(w) Securities Act of
1933. Assuming the accuracy of the representations of the Purchaser set forth in Section 2.2 hereof, the Company has complied and
will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares hereunder.
Neither the Company nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy
any of the Shares, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto
with, any person, or has taken or will take any action so as to bring the issuance and sale of any of the Shares in violation of the registration
provisions of the Securities Act and applicable state securities laws, and neither the Company nor any of its affiliates, nor any person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D under the Securities Act) in connection with the offer or sale of any of the Shares.
(x) Governmental Approvals.
Except for the filing of any notice prior or subsequent to the Closing Date that may be required under applicable state and/or Federal
securities laws (which if required, shall be filed on a timely basis), no authorization, consent, approval, license, exemption of, filing
or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,
is or will be necessary for, or in connection with, the execution or delivery of the Shares, or for the performance by the Company of
its obligations under the Transaction Documents.
(y) Employees. Except
as disclosed in the Commission Documents, neither the Company nor any subsidiary has any collective bargaining arrangements covering any
of its employees. Since September 6, 2024, no officer, consultant or key employee of the Company or any subsidiary whose termination,
either individually or in the aggregate, would have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has
any present intention of terminating his or her employment or engagement with the Company or any subsidiary.
(z) Public Utility Holding
Company Act; Investment Company Act and U.S. Real Property Holding Corporation Status. The Company is not a “holding company”
or a “public utility company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. The
Company is not, and as a result of and immediately upon the Closing will not be, an “investment company” or a company “controlled”
by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. 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.
(aa) ERISA. No
liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan (as defined below) by the Company
or any of its subsidiaries which is or would be materially adverse to the Company and its subsidiaries. The execution and delivery
of this Agreement and the other Transaction Documents and the issuance and sale of the Shares will not
involve any transaction which is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be
imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended, provided, that, if the Purchaser, or any person
or entity that owns a beneficial interest in the Purchaser, is an “employee pension benefit plan” (within the meaning of
Section 3(2) of ERISA) with respect to which the Company is a “party in interest” (within the meaning of Section 3(14)
of ERISA), the requirements of Sections 407(d)(5) and 408(e) of ERISA, if applicable, are met. As used in this Section 2.1(bb), the
term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is
or has been established or maintained, or to which contributions are or have been made, by the Company or any subsidiary or by any
trade or business, whether or not incorporated, which, together with the Company or any subsidiary, is under common control, as
described in Section 414(b) or (c) of the Code.
(bb) Sarbanes-Oxley Act.
The Company is in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),
and the rules and regulations promulgated thereunder, that are effective and for which compliance by the Company is required as of the
date hereof.
(cc) Additional PRC Representations and Warranties.
(i) All material consents,
approvals, authorizations or licenses requisite under PRC law for the due and proper establishment and operation of the PRC Operating
Entities have been duly obtained from the relevant PRC governmental authorities and are in full force and effect.
(ii) All filings and registrations
with the PRC governmental authorities required in respect of the PRC Operating Entities and their capital structure and operations including,
without limitation, to the extent applicable, tax bureau and customs authorities, have been duly completed in accordance with the relevant
PRC rules and regulations, except where the failure to complete such filings and registrations does not, and would not, individually or
in the aggregate, have a Material Adverse Effect.
(iii) Neither the Company,
the Subsidiaries, nor any PRC Operating Entity or affiliated entity is in receipt of any letter or notice from any relevant PRC governmental
or quasi-governmental authority notifying it of the revocation, or otherwise questioning the validity, of any licenses or qualifications
issued to it or any subsidy granted to it by any PRC governmental authority, or the need for compliance or remedial actions in respect
of the activities carried out by the Company or such subsidiary.
(iv) The PRC Operating
Entities have conducted their respective business activities within their permitted scope of business or have otherwise operated their
respective businesses in compliance with all relevant legal requirements and with all requisite licenses and approvals granted by competent
PRC governmental authorities other than such non-compliance that do not, and would not, individually or in the aggregate, have a Material
Adverse Effect. As to licenses, approvals and government grants and concessions requisite or material for the conduct of any part of the
PRC Operating Entities’ business which is subject to periodic renewal, neither the Company, the Subsidiaries, nor any PRC Operating
Entity has any knowledge of any grounds on which such requisite renewals will not be granted by the relevant PRC governmental authorities.
(v) The PRC Operating Entities
have complied with all applicable PRC laws and regulations in all material respects, including without limitation, laws and regulations
pertaining to welfare fund contributions, social benefits, medical benefits, insurance, retirement benefits, pensions or the like.
(dd) No Additional Agreements.
Neither the Company nor any of its affiliates has any agreement or understanding with the Purchaser with respect to the transactions contemplated
by the Transaction Documents other than as specified in the Transaction Documents.
(ee) Foreign Corrupt
Practices Act. Neither the Company, the Subsidiaries, the PRC Operating Entities, nor to the knowledge of the Company, the
Subsidiaries, the PRC Operating Entities any agent or other person acting on behalf of the Company, the Subsidiaries or the PRC
Operating Entities, has, directly or indirectly, (i) used any funds, or will use any proceeds from the sale of the Shares, 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 of the
Company (or made by any Person acting on their behalf of which the Company is aware) or any members of their respective management
which is in violation of any applicable law, or (iv) has violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder which was applicable to the Company or any of its
subsidiaries.
(ff) PFIC. None of
the Company or any of its Subsidiaries is or intends to become a “passive foreign investment company” within the meaning of
Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.
(gg) OFAC. None of
the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person
acting on behalf of any of the Company or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly
use the proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary of the Company,
joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by
OFAC.
(hh) Money Laundering
Laws. The operations of each of the Company, the Subsidiaries and the PRC Operating Entities have been conducted at all times in compliance
with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”) and no action,
suit or proceeding by or before any court or governmental authority or any arbitrator involving any of the Company, the Subsidiaries or
the PRC Operating Entities with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
Section 2.2 Representations
and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company as of the
date hereof:
(a) Organization and Good
Standing of the Purchaser. If the Purchaser is an entity, the Purchaser is a corporation, partnership or limited liability company
duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
(b) Authorization and
Power. The Purchaser has the requisite power and authority to enter into and perform this Agreement and each of the other Transaction
Documents to which the Purchaser is a party and to purchase the Shares being sold to it hereunder. The execution, delivery and performance
of this Agreement and each of the other Transaction Documents to which the Purchaser is a party and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company action, and no further
consent or authorization of the Purchaser or its Board of Directors, stockholders, partners, members, or managers, as the case may be,
is required. This Agreement and each of the other Transaction Documents to which the Purchaser is a party has been duly authorized, executed
and delivered by the Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with the terms hereof.
(c) No
Conflicts. The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the
Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby or related hereto do
not and will not (i) result in a violation of the Purchaser’s charter documents, bylaws, operating agreement, partnership
agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of any agreement, indenture or instrument or obligation to which the Purchaser is a party or by which its properties or assets are
bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental
agency applicable to the Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually
or in the aggregate, have a material adverse effect on such Purchaser). The Purchaser is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement or any other Transaction Document to which the Purchaser is a party
or to purchase the Shares in accordance with the terms hereof, provided, that for purposes of the representation made in this
sentence, the Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements of the Company
herein.
(d) Regulation S.
The Purchaser is a “non-US person” as defined in Regulation S and shall purchase the Shares in compliance with Regulation
S.
(e) Acquisition for Investment.
The Purchaser is acquiring the Shares solely for its own account for the purpose of investment and not with a view to or for sale in connection
with a distribution. The Purchaser does not have a present intention to sell the Shares, nor a present arrangement (whether or not legally
binding) or intention to effect any distribution of the Shares to or through any person or entity. The Purchaser acknowledges that it
is able to bear the financial risks associated with an investment in the Shares and that it has been given full access to such records
of the Company, the Subsidiaries and the PRC Operating Entities and to the officers of the Company, the Subsidiaries and the PRC Operating
Entities and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient
knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to
be able to evaluate the risks and merits of its investment in the Company. The Purchaser further acknowledges that it understands the
risks of investing in companies domiciled and/or which operate primarily in the PRC and that the purchase of the Shares involves substantial
risks.
(f) Opportunities for
Additional Information. The Purchaser acknowledges that it has had the opportunity to ask questions of and receive answers from, or
obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company.
(g) No General Solicitation.
The Purchaser acknowledges that the Shares were not offered to the Purchaser by means of any form of general or public solicitation or
general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or
other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar
or meeting to which the Purchaser was invited by any of the foregoing means of communications.
(h) Rule 144. The
Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption
from registration is available. The Purchaser acknowledges that the Purchaser is familiar with Rule 144, of the rules and regulations
of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been
advised that Rule 144 permits resales only under certain circumstances. The Purchaser understands that to the extent that Rule 144 is
not available, the Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of
another exemption from such registration requirement.
(i) General. The Purchaser
understands that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of
Federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the
suitability of the Purchaser to acquire the Shares.
(j) Brokers. No Purchaser
has any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect to the transactions contemplated
by this Agreement.
ARTICLE III
Covenants
The Company covenants with the Purchaser as
follows:
Section 3.1 Securities
Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated
by any of the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable
law, rule and regulation, for the legal and valid issuance of the Shares.
Section 3.2 Compliance
with Laws. The Company shall comply, and cause each Subsidiary to comply in all material respects, with all applicable laws, rules,
regulations and orders.
Section 3.3 Reporting
Requirements. The Company shall comply in all respects with its reporting and filing obligations under the Exchange Act.
Section 3.4 Other Agreements.
The Company shall not enter into any agreement the terms of which would restrict or impair the ability of the Company to perform its obligations
under any Transaction Document.
Section 3.5 Disclosure
of Transaction. The Company shall file with the Commission, the Form 8-K describing the material terms of the transactions contemplated
hereby within four (4) Business Days following the Closing Date.
ARTICLE IV
CONDITIONS
Section 4.1 Conditions
Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue and sell the Shares
to the Purchaser is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy of the Purchaser’s
Representations and Warranties. The representations and warranties of the Purchaser in this Agreement and each of the other Transaction
Documents to which the Purchaser is a party shall be true and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which
shall be true and correct in all material respects as of such date.
(b) Performance by the
Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.
(c) No Injunction.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.
(d) Delivery of Purchase
Price. The Purchase Price for the Shares shall have been delivered to the Company.
(e) Delivery of Transaction
Documents. The Transaction Documents to which the Purchaser isa party shall have been duly executed and delivered by the Purchaser
to the Company.
Section 4.2 Conditions
Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser to purchase the Shares
is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for
the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion.
(a) Accuracy of the Company’s
Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction
Documents shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except
for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as
of such date.
(b) Performance by the
Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c) No Injunction.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.
(d) No Proceedings or
Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation
by any governmental authority shall have been threatened, against the Company or any subsidiary, or any of the officers, directors or
affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or
seeking damages in connection with such transactions.
(e) Stock Certificate.
The Company shall have executed and delivered to the Purchaser a stock certificate for the Shares.
(f) Resolutions. The
Board of Directors of the Company shall have adopted resolutions authorizing the transactions contemplated by this Agreement.
(g) Material Adverse Effect.
No Material Adverse Effect shall have occurred at or before the Closing Date.
(h) Delivery of the Transaction
Documents. The Transaction Documents to which the Companyisa party shall have been duly executed and delivered by the Company to the
Purchaser.
ARTICLE V
Stock Certificate Legend
Section 5.1 Legend.
Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE
BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR
(3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.”
The Company agrees to reissue
certificates representing any of the Shares, without the legend set forth above if at such time, prior to making any transfer of any such
securities, such holder thereof shall give written notice to the Company describing the manner and terms of such sale and removal as the
Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received
an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the Shares under the Securities Act
is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed
disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has
received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state
securities laws are not required, or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant
to Rule 144 under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the
Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required
in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been
effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business
days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable
state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it
is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it
is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination
is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation
of, any other restrictions on transfer contained in any other section of this Agreement.
ARTICLE VI
Indemnification
Section 6.1 General
Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and it directors, officers, managers, partners, members,
shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser as
a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. The Purchaser agrees
to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any
and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees,
charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants
made by the Purchaser herein.
Section 6.2 Indemnification
Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified Party”) will give
written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the
failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying
party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which
indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable
judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such
action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the
event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or
fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to
defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time
after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such
action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of
any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall
cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which
relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such
action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole
cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided, however, that the indemnifying party shall be liable for any settlement if the
indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such
notification. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not, without the Indemnified
Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which
imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by
the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnification
required by this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense,
as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party irrevocably
agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to
indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the
Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to
pursuant to the law.
ARTICLE VII
Miscellaneous
Section 7.1 Fees and
Expenses. Each of the parties to this Agreement shall pay its own fees and expenses of each party’s advisors, counsel, accountants
and other experts, if any, and all other expenses, incurred by each party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement and of all documents referred to in it.
Section 7.2 Specific Enforcement.
(a) The Company and the Purchaser
acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction
Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction
Documents and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which
any of them may be entitled by law or equity.
(b) Each of the Company
and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States District Court sitting in the Southern
District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated
hereby or thereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or
that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served
in any such suit, 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 in this Section 7.2 shall affect or limit any
right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. The Company hereby appoints Loeb & Loeb LLP, with offices at 345 Park Avenue, New York, NY 10153 as its agent
for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.
Section 7.3 Entire Agreement;
Amendment. This Agreement and the other Transaction Documents contains the entire understanding and agreement of the parties with
respect to the matters covered hereby and, except as specifically set forth herein or in the Transaction Documents, neither the Company
nor the Purchaser makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior
understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement nor
any of the Transaction Documents may be waived or amended other than by a written instrument signed by the Company and the Purchaser,
and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver
is sought.
Section 7.4 Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason
of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed
to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as
evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two
(2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business
day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier
machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address
of which no notice was given (in accordance with this Section 4), or the refusal to accept same, the notice, demand, consent, request,
instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit
of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses
or facsimile numbers as applicable:
If to the Company:
ZW Data Action Technologies Inc.
Room 1811, Xinghuo Keji Plaza, No. 2 Fufeng Road,
Fengtai District, Beijing, PRC 100070
Attention: Mr. Handong Cheng
Tel. No.: +86-10-51600828
Fax No.: +86-10-51600328
with copies (which shall not constitute notice)
to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Mitchell S. Nussbaum, Esq.
Tel. No.: (212) 407-4000
Fax No.: (212) 407-4990
If to the Purchaser:
Amber Strong International Limited
Unit 502, 5/F, Beverley Commercial Centre,
87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong
Attention: Mandy Ip
Tel. No.: +85223753733
Any party hereto may
from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other
party hereto.
Section 7.5 Waivers.
No waiver by any party 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 other provisions, 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 accruing to it thereafter.
Section 7.6 Headings.
The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules)
are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement.
Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to
the singular shall include the plural and vice versa.
Section 7.7 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser,
as applicable, provided, however, that, subject to federal and state securities laws and as otherwise provided in the Transaction
Documents, the Purchaser may assign its rights and delegate its duties hereunder in whole or in part (i) to a third party acquiring all
or substantially all of its Shares in a private transaction or (ii) to an affiliate, in each case, without the prior written consent of
the Company, after notice duly given by the Purchaser to the Company provided, that no such assignment or obligation shall affect
the obligations of the Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities,
by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon
the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.
Section 7.8 No Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
Section 7.9 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
Section 7.10 Survival.
The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder
for a period of three (3) years following the Closing Date.
Section 7.11 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original
thereof.
Section 7.12 Severability.
The provisions of this Agreement and the Transaction Documents are severable and, in the event that any court of competent jurisdiction
shall determine that any one or more of the provisions or part of the provisions contained in this Agreement or the Transaction Documents
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement or the Transaction Documents and such provision shall be
reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein,
so that such provisions would be valid, legal and enforceable to the maximum extent possible.
Section
7.13 Further Assurances. From and after the date of this Agreement, upon the request of the Purchaser or the Company,
each of the Company and the Purchaser shall execute and deliver such instrument, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
Section 7.15 Currency.
Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars. All amounts owing under this
Agreement or any Transaction Document shall be paid in US dollars. All amounts denominated in other currencies shall be converted in the
US 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 US dollars pursuant to this Agreement, the US dollar exchange rate as published in The
Wall Street Journal on the relevant date of calculation.
Section 7.16 Force
Majeure. If the transactions under this Agreement cannot be completed due to any political, military, government intervention or
any other force majeure causes which are out of the Company’s or the Purchaser’s control, this Agreement shall be terminated
automatically. Upon a termination in accordance with this Section 7.16, the Company and the Purchaser shall not have any further obligation
or liability (including as arising from such termination) to the other.
Section 7.17 Termination
by Mutual Agreement. This Agreement may be terminated prior to the Closing by written agreement of the Company and the Purchaser.
Upon a termination in accordance with this Section 7.17, the Company and the Purchaser shall not have any further obligation or liability
(including as arising from such termination) to the other.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officer as of the date first above written.
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ZW DATA ACTION TECHNOLOGIES INC. |
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By: |
/s/ Handong Cheng |
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Name: Handong Cheng
Title: Chief Executive Officer |
COUNTERPART SIGNATURE PAGE
By its execution and delivery
of this signature page, the undersigned Purchaser hereby agrees to be bound by the terms and conditions of the Securities Purchase Agreement,
dated as of September 6, 2024.
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AMBER STRONG INTERNATIONAL LIMITED |
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|
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By: |
/s/ Yao Yucheng |
| |
|
Name: Yao Yucheng |
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|
Title: Director |
PRINT EXACT NAME IN WHICH YOU WANT
THE SECURITIES TO BE REGISTERED
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EXHIBIT A TO THE
SECURITIES PURCHASE AGREEMENT
FORM OF LOCK-UP AGREEMENT
Exhibit 10.4
LOCK-UP AGREEMENT
This
LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 6, 2024 by and among ZW Data Action Technologies Inc.,
a Nevada corporation (NASDAQ: CNET) (the “Company”), and Amber Strong International Limited, a British Virgin Island
business company (BVI Company Number: 2069837 (the “Purchaser”).
WHEREAS,
the Company intends to consummate a private placement transaction with the Purchaser, whereby the Company will issue 358,424 shares
of common stock (the “Shares”) to the Purchaser;
WHEREAS,
in connection with the transaction, the Company entered into a Securities Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), by and among the Company and the Purchaser, and certain other agreements, documents, instruments and certificates
necessary to carry out the purposes thereof (collectively, the “Transaction Documents”); and
WHEREAS,
in order to induce the Company and the Purchaser to enter into the Purchase Agreement, the Purchaser has agreed not to sell any of the
Shares, except in accordance with the terms and conditions set forth herein (the “Lock-Up Shares”). Capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement.
NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter contained, the parties hereto agree as follows:
1. Restriction
on Transfer; Term. The Purchaser hereby agrees not to offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or
grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise,
directly or indirectly) (each, a “Transfer”), any of the Lock-Up Shares until the six-month anniversary of the date
of this Agreement (the “Lock-Up Period”).
2. Ownership.
During the Lock-Up Period, the Purchaser shall retain all rights of ownership in the Lock-Up Shares, including, without limitation, voting
rights and the right to receive any dividends that may be declared in respect thereof.
3. Company
and Transfer Agent. The Company is hereby authorized and required to disclose the existence of this Agreement to its transfer agent.
The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the Lock-Up Shares if such transfer
would constitute a violation or breach of this Agreement.
4. Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason
of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed
to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as
evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two
(2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business
day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier
machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address
of which no notice was given (in accordance with this Section 4), or the refusal to accept same, the notice, demand, consent, request,
instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit
of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses
or facsimile numbers as applicable.
If to
the Company:
ZW Data
Action Technologies Inc.
Room
1811, Xinghuo Keji Plaza, No. 2 Fufeng Road,
Fengtai
District, Beijing, PRC 100070
Attention:
Mr. Handong Cheng
Tel.
No.: +86-10-51600828
Fax No.:
+86-10-51600328
with
copies (which copies shall not constitute notice to the Company) to:
Loeb
& Loeb LLP
345 Park
Avenue
New York,
NY 10154
Attn.:
Mitchell Nussbaum, Esq.
Tel.
No.: (212) 407-4159
Fax No.:
(212) 407-4990
If to
the Purchaser:
Amber Strong International Limited
Unit 502, 5/F, Beverley Commercial Centre, 87-105 Chatham Road
South, Tsim Sha Tsui, Kowloon, Hong Kong
Attention: Mandy Ip
Tel. No.: +85223753733
or to such other address
as any party may specify by notice given to the other party in accordance with this Section 4.
5. Amendment.
This Agreement may not be modified, changed, supplemented, amended or terminated, nor may any obligations hereunder be waived, except
by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted
herein.
6. Entire
Agreement. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and
supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) among the parties
with respect to such subject matter.
7. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
8. Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision
of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent
possible.
9. Binding
Effect; Assignment. This Agreement and the rights and obligations hereunder may not be assigned by the Purchaser hereto without the
prior written consent of the Company. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
10. Headings.
The section headings contained in this Agreement are inserted for reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such
other gender as is appropriate. References to the singular shall include the plural and vice versa.
11. Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original
thereof.
[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above herein.
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ZW DATA ACTION TECHNOLOGIES INC. |
| |
|
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By: |
/s/ Handong Cheng |
| |
|
Name: Handong Cheng |
| |
|
Title: Chief Executive
Officer |
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|
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PURCHASER: |
| |
|
|
| |
AMBER STRONG INTERNATIONAL LIMITED |
| |
|
|
| |
By: |
/s/
Yao Yucheng |
| |
|
Name: Yao Yucheng |
| |
|
Title: Director |
4
v3.24.2.u1
Cover
|
Sep. 05, 2024 |
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| Document Period End Date |
Sep. 05, 2024
|
| Entity File Number |
001-34647
|
| Entity Registrant Name |
ZW
Data Action Technologies Inc.
|
| Entity Central Index Key |
0001376321
|
| Entity Tax Identification Number |
20-4672080
|
| Entity Incorporation, State or Country Code |
NV
|
| Entity Address, Address Line One |
Room
1811, Xinghuo Keji Plaza
|
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No.
2 Fufeng Road
|
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Fengtai
District
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Beijing
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CN
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100070
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