Exhibit 10.1


 


SECURITIES PURCHASE
AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as November 8, 2021, is by and among Senmiao Technology Limited, a Nevada corporation
with offices located at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zon

Chengdu, Sichuan, People’s Republic of China 610000 (the “Company”), and each of the investors identified on
the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


RECITALS


 


A.           The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.


 


B.            The
Company has authorized a new series of convertible preferred stock of the Company designated as Series A Convertible Preferred Stock,
$0.0001 par value, the terms of which are set forth in the certificate of designation for such series of Preferred Stock (the “Certificate
of Designations”) in the form attached hereto as Exhibit A (together with any convertible preferred shares issued
in replacement thereof in accordance with the terms thereof, the “Series A Preferred Stock”), which Series A Preferred
Stock shall be convertible into shares of Common Stock (such shares of Common Stock issuable pursuant to the terms of the Certificate
of Designations, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”),
in accordance with the terms of the Certificate of Designations.


 


C.            Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) the aggregate number
of shares of Series A Preferred Stock (the “Preferred Shares”) set forth on the signature page of such Buyer attached
hereto (in an aggregate number equal to 5,000 for all Buyers), and (ii) a warrant to initially acquire up to that aggregate number of
additional shares of Common Stock set forth on the signature page of such Buyer attached hereto (representing 100% of the Conversion Shares
initially issuable upon conversion of the Preferred Shares to be issued to such Buyer at the Closing at the initial Conversion Price (as
defined in the Certificate of Designations), substantially in the form attached hereto as Exhibit B (the “Warrants”)
(as exercised, collectively, the “Warrant Shares”).


 


D.           At
the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit
C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration
rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the rules
and regulations promulgated thereunder, and applicable state securities laws.


 


E.            The
Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


 






     


     


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


1.             PURCHASE AND SALE OF PREFERRED SHARES AND WARRANTS.


 


(a)           Purchase of Preferred Shares and Warrants. Subject
to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer,
and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) the aggregate number
of Preferred Shares as is set forth on the signature page of such Buyer attached hereto, along with Warrants to initially acquire up to
that aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto.


 


(b)           Closing. The closing (the “Closing”)
of the purchase of the Preferred Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 3 World
Trade Center, 175 Greenwich Street, New York, NY 10007. The date and time of the Closing (the “Closing Date”) shall
be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below
are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.


 


(c)           Purchase Price. The aggregate purchase price for
the Preferred Shares and the Warrants to be purchased by each Buyer (the “Purchase Price”) shall be the amount set
forth on the signature page of such Buyer attached hereto ($1,000 per each Preferred Share (and related Warrant) purchased by such Buyer,
and an aggregate of $5,000,000 for all the Preferred Shares and Warrants purchased hereunder).


 


(d)           Form of Payment. On the Closing Date, (i) each
Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g))
to the Company for the Preferred Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately
available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (A)
the aggregate number of Preferred Shares as is set forth on the signature page of such Buyer attached hereto, and (B) a Warrant pursuant
to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth on the signature
page of such Buyer attached hereto, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its
designee.


 






    2 


     


    

 


2.            BUYER’S REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally and
not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:


 


(a)           Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b)           No Public Sale or Distribution. Such Buyer (i)
is acquiring its Preferred Shares and Warrants, (ii) upon conversion of its Preferred Shares will acquire the Conversion Shares issuable
upon conversion thereof, and (iii) upon exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants))
will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for
resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales
registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make
any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose
of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933
Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the
Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
and any Governmental Entity or any department or agency thereof.


 


(c)           Accredited Investor Status. Such Buyer is an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D.


 


(d)           Reliance on Exemptions. Such Buyer understands
that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States
federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance
with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine
the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.


 


(e)           Information. Such Buyer and its advisors, if any,
have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity
to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors,
if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and
warranties contained herein. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its
acquisition of the Securities.


 






    3 


     


    

 


(f)            No Governmental Review. Such Buyer understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon
or endorsed the merits of the offering of the Securities.


 


(g)           Transfer or Resale. Such Buyer understands that
except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being
registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A)
subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel,
in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned
or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that
such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor
rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made
only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances
in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933
Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder;
and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities
may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such
pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge
of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant
to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).


 


(h)           Validity; Enforcement. This Agreement and the
Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute
the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(i)            No Conflicts. The execution, delivery and performance
by such Buyer of this Agreement and the Registration Rights Agreement and the consummation by such Buyer of the transactions contemplated
hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, 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 to which such Buyer is a party, or (iii) result in
a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer,
except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


 






    4 


     


    

 


3.            REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The Company represents and
warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:


 


(a)           Organization and Qualification. Each of the Company
and each of its Subsidiaries are entities duly organized and validly existing and in good standing under the laws of the jurisdiction
in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being
conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity
to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted
by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably
be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on (x) the business, properties, assets, liabilities, operations (including results thereof), condition
(financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (y) the transactions contemplated
hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or
therewith or (z) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under
any of the Transaction Documents (as defined below).


 


(i)        Subsidiaries
and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary”
and collectively, the “Subsidiaries”) has been identified on Schedule 3(a)(i) hereto, and each of the consolidated
entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”)
by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”)
has been identified on Schedule 3(a)(i) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority
to own its property and to conduct its business; all of the equity interests of each Subsidiary have been duly and validly authorized
and issued, are owned directly or indirectly by the Company, are fully paid and non-assessable and, are free and clear of all liens, encumbrances,
equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully
paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly, free and clear of all
liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation
of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each
of the Subsidiaries and Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization
and are in full force and effect. Apart from the Subsidiaries and Affiliated Entities, the Company has no direct or indirect Subsidiaries.


 






    5 


     


    

 


(ii)       The
description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated
Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE
Agreements”), as set forth in the SEC Documents (as defined below), is true and accurate and nothing has been omitted from such
description which would make it misleading. There is no other agreement, contract or other document relating to the corporate structure
or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously
disclosed or made available to the Buyers and disclosed in SEC Documents.


 


(iii)      Each
VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation
of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general
equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental
agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except
as already obtained or disclosed in the SEC Documents; no consent, approval, authorization, order, filing or registration that has been
obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The corporate
structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE
Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding,
inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the Affiliated Entities
in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the best knowledge of the Company, no such proceeding,
inquiry or investigation is threatened in any jurisdiction.


 


(iii)      The
execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of
any of the terms and provisions of or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim
upon any property or assets of the Company or any of the Subsidiaries and Affiliated Entities pursuant to (A) the constitutive or organizational
documents of the Company or any of the Subsidiaries and Affiliated Entities, (B) any statute, rule, regulation or order of any governmental
agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Affiliated Entities
or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of the Subsidiaries and Affiliated Entities is a party or by which the Company or any of the
Subsidiaries and Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Affiliated
Entities is subject, except, in the case of (B) and (C), where such conflict, breach, violation or default would not reasonably be expected
to have a Material Adverse Effect (as defined below). Each VIE Agreement is in full force and effect and none of the parties thereto is
in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE
Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and
no such termination or non-renewal has been threatened by any of the parties thereto.


 






    6 


     


    

 


(iv)      The
Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated
Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.


 


(b)          Authorization; Enforcement; Validity. The Company
has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents
and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to
enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement
and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares
issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuance and issuance of the
Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing
body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements
of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies)
no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their
stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior
to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be
limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with
the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its
terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares,
the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined
below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the
transactions contemplated hereby and thereby, as may be amended from time to time.


 


(c)           Issuance of Securities. The issuance of the Preferred
Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly
issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges,
taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with
respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than
the sum of (i) (A) 100% of the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes
hereof that (x) the Preferred Shares are convertible at the Floor Price (as defined in the Certificate of Designations), and (y) any such
conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations),
and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any
limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Preferred Shares or
exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued,
will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue
thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations
and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under
the 1933 Act. 


 






    7 


     


    

 


(d)           No Conflicts. The execution, delivery and performance
of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares and the reservation
for issuance of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of the Certificate of Incorporation (as
defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate
of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its
Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its
Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation,
foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal
Market”) and including all applicable foreign, federal and state laws, rules 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 is bound or affected.


 


(e)           Consents. Neither the Company nor any Subsidiary
is required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing with
the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with
the SEC and any other filings as may be required by any state securities agencies), any Governmental Entity (as defined below) or any
regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations
under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations,
orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been
or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any
facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration,
application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal
Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in
the foreseeable future. “Governmental Entity” means any nation, state, county, city, town, village, district, or other
political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal),
multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise
owned or controlled by a government or a public international organization or any of the foregoing.


 






    8 


     


    

 


(f)            Acknowledgment Regarding Buyer’s Purchase of Securities.
The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to
the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the
Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries
or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that
no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect
to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives
or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such
Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s and each Subsidiary’s
decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company,
each Subsidiary and their respective representatives.


 


(g)           No General Solicitation; Placement Agent’s Fees.
Neither the Company, nor any of its Subsidiaries or 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) in connection with the offer or sale of the Securities.
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions
(other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby,
including, without limitation, placement agent fees payable to FT Global Capital, Inc., as placement agent (the “Placement Agent”)
in connection with the sale of the Securities. The fees and expenses of the Placement Agent to be paid by the Company or any of its Subsidiaries
are as set forth on Schedule 3(g) attached hereto. The Company shall pay, and hold each Buyer harmless against, any liability,
loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such
claim. The Company acknowledges that it has engaged the Placement Agent in connection with the sale of the Securities. Other than the
Placement Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the
offer or sale of the Securities.


 






    9 


     


    

 


(h)           No Integrated Offering. None of the Company, its
Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of
any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of
the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities
to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions,
including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities
of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on
their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act
or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.


 


(i)            Dilutive Effect. The Company understands and acknowledges
that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that
its obligation to issue the Conversion Shares pursuant to the terms of the Preferred Shares in accordance with this Agreement and the
Certificate of Designations and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants is,
in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other
stockholders of the Company.


 


(j)            Application of Takeover Protections; Rights Agreement.
The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition,
interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement),
stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational
documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result
of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and
any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order
to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares
of Common Stock or a change in control of the Company or any of its Subsidiaries.


 






    10 


     


    

 


(k)           SEC Documents; Financial Statements. During the
two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other
documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior
to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered
or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents
not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect
as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”),
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results
of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments
which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of
reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss
contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards
Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf
of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to
in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material
fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance
under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including,
without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents
(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the
Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance
with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend
that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of
the Financial Statements.


 


(l)            Absence of Certain Changes. Since the date of
the Company’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no
material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial
or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial
statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold
any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually
or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to
seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding
up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate
involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and
its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions
contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent”
means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s
and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness
(as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they
will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary,
individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less
than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to
pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured
or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond
its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in
any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s
remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted.


 






    11 


     


    

 


(m)          No Undisclosed Events, Liabilities, Developments or Circumstances.
No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the
Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results
thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities
laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and
which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could
have a Material Adverse Effect. 


 


(n)           Conduct of Business; Regulatory Permits. Neither
the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate
of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or
Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation
or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment,
decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company
nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations
which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the
Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts
or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable
future. During the two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal
Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received
no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from
the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations
or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary
has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There
is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the
Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially
impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries
or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in
the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its
Subsidiaries.


 






    12 


     


    

 


(o)           Foreign Corrupt Practices. Neither the Company,
the Company’s subsidiary or any director, officer, agent, employee, nor any other person acting for or on behalf of the foregoing
(individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”)
or any other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized
the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee
or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate
for political office (individually and collectively, a “Government Official”) or to any person under circumstances
where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered,
given or promised, directly or indirectly, to any Government Official, for the purpose of:


 


(i)            (A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official
to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government
Official to influence or affect any act or decision of any Governmental Entity, or


 


(ii)           assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company
or its Subsidiaries.


 


(p)           Sarbanes-Oxley Act. The Company and each Subsidiary
is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules
and regulations promulgated by the SEC thereunder.


 


(q)           Transactions With Affiliates. No current or former
employee, partner, director, officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to
the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any
of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract,
agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise
requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for
ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect
owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the
Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose
securities are traded on or quoted through an Eligible Market (as defined in the Certificate of Designations)), nor does any such Person
receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries
or should properly accrue to the Company or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its
Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company
or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment
of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard
employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock
option plan approved by the Board of Directors of the Company).


 






    13 


     


    

 


(r)            Equity Capitalization. 


 


(i)            Definitions:


 


(A)          “Common
Stock” means (x) the Company’s shares of common stock, $0.0001 par value per share, and (y) any capital stock into
which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(B)           “Preferred
Stock” means (x) the Company’s blank check preferred stock, $0.0001 par value per share, the terms of which may be designated
by the board of directors of the Company in a certificate of designations and (y) any capital stock into which such preferred stock shall
have been changed or any share capital resulting from a reclassification of such preferred stock (other than a conversion of such preferred
stock into Common Stock in accordance with the terms of such certificate of designations).


 


(ii)           Authorized
and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 100,000,000 shares
of Common Stock, of which, 55,356,670 are issued and outstanding and 12,195,122 shares are reserved for issuance pursuant to Convertible
Securities (as defined below) (other than the Preferred Shares and the Warrants) exercisable or exchangeable for, or convertible into,
shares of Common Stock and (B) 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. no shares of Common Stock
are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of the
Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable
or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including,
without limitation, Common Stock) or any of its Subsidiaries.


 






    14 


     


    

 


(iii)          Valid Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon
issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common
Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Preferred Shares and the
Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933
Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and
outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes
of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of
the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities
(as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case
may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding
that such identified Person is a 10% stockholder for purposes of federal securities laws).


 


(iv)          Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s
shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company
or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital
stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any
of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;
(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any
of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities
or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security
of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights
or “phantom stock” plans or agreements or any similar plan or agreement.


 


(v)           Organizational Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s
Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”),
and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all
Convertible Securities and the material rights of the holders thereof in respect thereto.


 






    15 


     


    

 


(s)           Indebtedness and Other Contracts. Neither the
Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(r), has any outstanding debt securities,
notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any
of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement
or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could
reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts
filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract,
agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the
aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the
performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so
disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective
businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement:
(x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases”
in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C)
all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations
evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement,
or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale
of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently
applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien
upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such
assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect
of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary
effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with
respect thereto.


 


(t)            Litigation. There is no action, suit, arbitration,
proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries,
the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature
or otherwise, in their capacities as such, except as set forth in Schedule 3(t). No director, officer or employee
of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation
of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company
or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company under the 1933 Act or the 1934 Act. After reasonable inquiry of its employees, the Company is not aware of any fact
which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the
Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental
Entity.


 






    16 


     


    

 


(u)           Insurance. The Company and each of its Subsidiaries
are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the
Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company
nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the Company nor any such Subsidiary
has any reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


(v)           Employee Relations. Neither the Company nor any
of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries
believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933
Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer
intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such
Subsidiary. No current (or former) executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect
to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and
regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours,
except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.


 


(w)          Title.


 


(i)            Real Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property,
facilities or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”)
owned by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to
any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for
current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the
property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company or any of its Subsidiaries.


 






    17 


     


    

 


(ii)            Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold
interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are
used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”).
The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they
are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the
conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing.
Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current
taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property
subject thereto.


 


(x)            Intellectual Property Rights. The Company and
its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations,
service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations,
trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual Property
Rights”) necessary to conduct their respective businesses as now conducted and presently proposed to be conducted. Each of patents
owned by the Company or any of its Subsidiaries is listed on Schedule 3(aa)(i). Except as set forth in Schedule 3(aa)(ii), none
of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate
or are expected to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge of any infringement
by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought,
or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding
its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give
rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.


 


(y)           Environmental Laws(i). (i) The Company
and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below), (B) have received all permits, licenses
or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance
with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (A), (B) and (C), the failure
to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation,
laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,
codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 






    18 


     


    

 


(ii)           No Hazardous Materials:


 


(A)          have been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any
Environmental Laws; or


 


(B)           are present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation
of any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any
Environmental Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.


 


(iii)          Neither the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed
of or otherwise located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated
biphenyls.


 


(iv)          None of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)
list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.


 


(z)            Subsidiary Rights. The Company or one of its Subsidiaries
has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on,
all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


 


(aa)          Tax Status. The Company and each of its Subsidiaries
(i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii)
has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The Company is not operated
in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the Code. The net operating loss
carryforwards (“NOLs”) for United States federal income tax purposes of the consolidated group of which the Company
is the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The transactions contemplated hereby
do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving the Company’s
ability to utilize such NOLs.


 






    19 


     


    

 


(bb)         Internal Accounting and Disclosure Controls. The
Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under
the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles, including 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 and liability accountability, (iii) access to
assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv)
the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and
appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to
allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence
from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any
part of the internal controls over financial reporting of the Company or any of its Subsidiaries.


 


(cc)          Off Balance Sheet Arrangements. There is no transaction,
arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity
that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably
likely to have a Material Adverse Effect.


 


(dd)         Investment Company Status. The Company is not,
and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment
company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act
of 1940, as amended.


 


(ee)          Acknowledgement Regarding Buyers’ Trading Activity.
It is understood and acknowledged by the Company that (i) following the public disclosure of the transactions contemplated by the Transaction
Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree,
nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to
(including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities
based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties
in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short”
position in the Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction
Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any
“derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver shares of Common
Stock upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents
for purposes of effecting trading in the Common Stock of the Company. The Company further understands and acknowledges that following
the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one
or more Buyers may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable
shares of Common Stock) at various times during the period that the Securities are outstanding, including, without limitation, during
the periods that the value and/or number of the Warrant Shares or Conversion Shares, as applicable, deliverable with respect to the Securities
are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable
shares of Common Stock), if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after
the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading
activities do not constitute a breach of this Agreement, the Certificate of Designations, the Warrants or any other Transaction Document
or any of the documents executed in connection herewith or therewith.


 






    20 


     


    

 


(ff)           Manipulation of Price. Neither the Company nor
any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (i) taken
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any of its
Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Securities (other than the Placement Agent), (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research
services with respect to any securities of the Company or any of its Subsidiaries.


 


(gg)         U.S. Real Property Holding Corporation. Neither
the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the Buyers, shall
become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary
shall so certify upon any Buyer’s request.


 


(hh)         Registration Eligibility. The Company is eligible
to register the Registrable Securities (defined in the Registration Rights Agreement) for resale by the Buyers using Form S-3 promulgated
under the 1933 Act.


 


(ii)           Transfer Taxes. On the Closing Date, all stock
transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer
of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws
imposing such taxes will be or will have been complied with. 


 






    21 


     


    

 


(jj)           Bank Holding Company Act. Neither the Company
nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation
by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its
Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class
of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence
over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. 


 


(kk)         Shell Company Status. The Company is not, and
has never been, an issuer identified in, or subject to, Rule 144(i).


 


(ll)           Illegal or Unauthorized Payments; Political Contributions.
Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers
and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or
any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly
or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of
applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any
elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of
the Company or any of its Subsidiaries.


 


(mm)        Money Laundering. The Company and its Subsidiaries
are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money
laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered
by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled,
“Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed.
Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


(nn)        Management. Except as set forth in Schedule 3(qq)
hereto, during the past five year period, no current or former officer or director or, to the knowledge of the Company, no current ten
percent (10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject of:


 


(i)            a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal
agent or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before
the filing of such petition or such appointment, or any corporation or business association of which such person was an executive officer
at or within two years before the time of the filing of such petition or such appointment;


 






    22 


     


    

 


(ii)           a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do
not relate to driving while intoxicated or driving under the influence);


 


(iii)          any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


 


(1)           Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct
or practice in connection with such activity;


 


(2)           Engaging in any particular type of business practice; or


 


(3)           Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation
of securities laws or commodities laws;


 


(iv)          any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise
limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph,
or to be associated with persons engaged in any such activity;


 


(v)           a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


 


(vi)          a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.


 


(oo)         Stock Option Plans(b). Each stock option
granted by the Company was granted (i) in accordance with the terms of the applicable stock option plan of the Company and (ii) with an
exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under
GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly
granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock options prior to, or otherwise knowingly
coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or
its Subsidiaries or their financial results or prospects.


 






    23 


     


    

 


(pp)         No Disagreements with Accountants and Lawyers(c).
There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company
and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed
to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction
Documents. In addition, on or prior to the date hereof, the Company had discussions with its accountants about its financial statements
previously filed with the SEC. Based on those discussions, the Company has no reason to believe that it will need to restate any such
financial statements or any part thereof.


 


(qq)         No Disqualification Events(d). With respect
to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”),
none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating
in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the
Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered
Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under
the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).
The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any
disclosures provided thereunder.


 


(rr)           Other Covered Persons(e). The Company is
not aware of any Person (other than the Placement Agent) that has been or will be paid (directly or indirectly) remuneration for solicitation
of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.


 


(ss)          No Additional Agreements. The Company does not
have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than
as specified in the Transaction Documents.


 


(tt)           Public Utility Holding Act. None of the Company
nor any of its Subsidiaries is a “holding company,” or an “affiliate” of a “holding company,” as such
terms are defined in the Public Utility Holding Act of 2005.


 


(uu)         Federal Power Act. None of the Company nor any
of its Subsidiaries is subject to regulation as a “public utility” under the Federal Power Act, as amended.


 


(vv)         Communist Chinese Military Companies(a).
The Company does not constitute a “Communist Chinese Military Company” under Executive Order 13959, issued by former President
Trump on November 12, 2020 under the authority of Section 1237 of the National Defense Authorization Act for Fiscal Year 1999.


 






    24 


     


    

 


(ww)        Compliance with PRC Overseas Investment and Listing Regulations(b).
Each of the Company and its Subsidiaries and Affiliated Entities has complied, and has taken all reasonable steps to ensure compliance
by each of its shareholders, directors and officers that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen
with any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the Ministry of Commerce,
the National Development and Reform Commission, the China Securities Regulatory Commission (“CSRC”) and the State Administration
of Foreign Exchange (the “SAFE”)) relating to overseas investment by PRC residents and citizens (the “PRC
Overseas Investment and Listing Regulations”), including, without limitation, requesting each such Person that is, or is directly
or indirectly owned or controlled by, a PRC resident or citizen, to complete any registration and other procedures required under applicable
PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of the SAFE).


 


(xx)          M&A
Rules(c). The Company is aware of and has been advised
as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications,
guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”)
jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration,
the State Administration of Industry and Commerce, the CSRC and the State Administration of Foreign Exchange on August 8, 2006 and amended
on June 22, 2009, including the provisions thereof which purport to require offshore special purpose entities formed for listing purposes
and controlled directly or indirectly by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading
of their securities on an overseas stock exchange. The Company has received legal advice specifically with respect to the PRC Mergers
and Acquisitions Rules from its PRC counsel, and the Company understands such legal advice. In addition, the Company has communicated
such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he
or she understands such legal advice. The issuance and sale of the Shares, the listing and trading of the Shares on NASDAQ Capital Market
and the consummation of the transactions contemplated by this Agreement (i) are not and will not be, as of the date hereof or at the
Closing Date, adversely affected by the PRC Mergers and Acquisitions Rules and (ii) do not require the prior approval of the CSRC.


 


(yy)         Disclosure. The Company confirms that neither
it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes
or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other
than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and
confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All
disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby,
including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and
does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after
the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement
and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such
information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release
issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time
of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance
has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities,
prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation,
requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All
financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available
to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection
or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized that such
financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any
such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees that
no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 2.


 






    25 


     


    

 


4.             COVENANTS.


 


(a)           Best Efforts. Each Buyer shall use its best efforts
to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 6 of this Agreement.
The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided
in Section 7 of this Agreement.


 


(b)           Form D and Blue Sky. The Company shall file a
Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing.
The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to
obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and
shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation
of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities
required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable
“Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules,
regulations and the like relating to the offering and sale of the Securities to the Buyers.


 


(c)           Reporting Status. Until the date on which the
Buyers shall have sold all of the Registrable Securities (the “Reporting Period”), the Company shall timely file all
reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required
to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit
such termination.


 






    26 


     


    

 


(d)           Use of Proceeds. The Company will use the proceeds
from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) except as set forth on Schedule
4(d), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities
of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.


 


(e)           Financial Information. The Company agrees to send
the following to each Investor (as defined in the Registration Rights Agreement) during the Reporting Period (i) unless the following
are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing
thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated
balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual,
any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act,
(ii) unless the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release
service (such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by the Company or any
of its Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made
available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the
stockholders.


 


(f)            Listing. The Company shall promptly secure the
listing or designation for quotation (as the case may be) of all of the Registrable Securities upon each national securities exchange
and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation (as the case may be) (subject
to official notice of issuance) and shall maintain such listing or designation for quotation (as the case may be) of all Registrable Securities
from time to time issuable under the terms of the Transaction Documents on such national securities exchange or automated quotation system.
The Company shall maintain the Common Stock’s listing or authorization for quotation (as the case may be) on the Principal Market,
The New York Stock Exchange, the NYSE American, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible
Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result
in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with
satisfying its obligations under this Section 4(f).


 


(g)           Fees. The Company shall pay Kelley Drye &
Warren LLP a non-accountable amount of $80,000 for all costs and expenses incurred by it or its affiliates in connection with the structuring,
documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as
applicable, all reasonable legal fees of outside counsel and disbursements of Kelley Drye & Warren LLP, counsel to the lead Buyer,
any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions
contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction
Expenses”) and shall be withheld by the lead Buyer from its Purchase Price at the Closing,; provided, that the Company shall
promptly reimburse Kelley Drye & Warren LLP on demand for all Transaction Expenses not so reimbursed through such withholding at the
Closing. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent
fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out
of the transactions contemplated hereby (including, without limitation, any fees or commissions payable to the Placement Agent, who is
the Company’s sole placement agent in connection with the transactions contemplated by this Agreement). The Company shall pay, and
hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and
out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction
Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.


 






    27 


     


    

 


(h)          Pledge of Securities. Notwithstanding anything
to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by an Investor in
connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities
shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement
or any other Transaction Document, including, without limitation, Section 2(g) hereof; provided that an Investor and its
pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities
to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request
in connection with a pledge of the Securities to such pledgee by a Buyer.


 


(i)            Disclosure of Transactions and Other Material Information.



 


(i)            Disclosure of Transaction. The Company shall, on or before 9:00 a.m., New York time, on the date of this Agreement,
issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of
the transactions contemplated by the Transaction Documents. On or before 9:00 a.m., New York time, on date of this Agreement, the Company
shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents
in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement
(and all schedules to this Agreement), the form of the Warrants, the form of Certificate of Designations and the form of the Registration
Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company
shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries
or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction
Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other
hand, shall terminate.


 






    28 


     


    

 


(ii)           Limitations on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and
their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding
the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may
be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including,
without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document,
by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in
the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such
Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach
or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of
its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries,
or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the
extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby
covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of,
such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press
releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be
entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect
to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable
law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such
press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be
granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates
to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this
Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees
that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement
executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect
thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding
the Company or any of its Subsidiaries.


 


(iii)          Other Confidential Information. Disclosure Failures; Disclosure Delay Payments. In addition to other remedies set forth
in this Section 4(i), and without limiting anything set forth in any other Transaction Document, at any time after the Closing Date if
the Company, any of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides any Buyer with material
non-public information relating to the Company or any of its Subsidiaries (each, the “Confidential Information”), the
Company shall, on or prior to the applicable Required Disclosure Date (as defined below), publicly disclose such Confidential Information
on a Current Report on Form 8-K or otherwise (each, a “Disclosure”). From and after such Disclosure, the Company shall
have disclosed all Confidential Information provided to such Buyer by the Company or any of its Subsidiaries or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees
or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event that the
Company fails to effect such Disclosure on or prior to the Required Disclosure Date and such Buyer shall have possessed Confidential Information
for at least ten (10) consecutive Trading Days (each, a “Disclosure Failure”), then, as partial relief for the damages
to such Buyer by reason of any such delay in, or reduction of, its ability to buy or sell shares of Common Stock after such Required Disclosure
Date (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such Buyer an
amount in cash equal to the greater of (I) two percent (2%) of the aggregate Purchase Price and (II) the applicable Disclosure Restitution
Amount, on each of the following dates (each, a “Disclosure Delay Payment Date”): (i) on the date of such Disclosure
Failure and (ii) on every thirty (30) day anniversary such Disclosure Failure until the earlier of (x) the date such Disclosure Failure
is cured and (y) such time as all such non-public information provided to such Buyer shall cease to be Confidential Information (as evidenced
by a certificate, duly executed by an authorized officer of the Company to the foregoing effect) (such earlier date, as applicable, a
“Disclosure Cure Date”). Following the initial Disclosure Delay Payment for any particular Disclosure Failure, without
limiting the foregoing, if a Disclosure Cure Date occurs prior to any thirty (30) day anniversary of such Disclosure Failure, then such
Disclosure Delay Payment (prorated for such partial month) shall be made on the second (2nd) Business Day after such Disclosure Cure Date.
The payments to which an Investor shall be entitled pursuant to this Section 4(l)(iii) are referred to herein as “Disclosure
Delay Payments.” In the event the Company fails to make Disclosure Delay Payments in a timely manner in accordance with the
foregoing, such Disclosure Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated for partial months)
until paid in full.


 






    29 


     


    

 


(iv)          For the purpose of this Agreement the following definitions shall apply:


 


(1)           “Disclosure
Failure Market Price” means, as of any Disclosure Delay Payment Date, the price computed as the quotient of (I) the sum of
the five (5) highest VWAPs (as defined in the Warrants) of the Common Stock during the applicable Disclosure Restitution Period (as defined
below), divided by (II) five (5) (such period, the “Disclosure Failure Measuring Period”). All such determinations
to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately
decreases or increases the Common Stock during such Disclosure Failure Measuring Period.


 


(2)           “Disclosure Restitution Amount” means, as of any Disclosure Delay Payment Date, the product of (x) difference
of (I) the Disclosure Failure Market Price less (II) the lowest purchase price, per share of Common Stock, of any Common Stock issued
or issuable to such Buyer pursuant to this Agreement or any other Transaction Documents, multiplied by (y) 10% of the aggregate daily
dollar trading volume (as reported on Bloomberg (as defined in the Warrants)) of the Common Stock on the Principal Market for each Trading
Day (as defined in the Warrants) either (1) with respect to the initial Disclosure Delay Payment Date, during the period commencing on
the applicable Required Disclosure Date through and including the Trading Day immediately prior to the initial Disclosure Delay Payment
Date or (2) with respect to each other Disclosure Delay Payment Date, during the period commencing the immediately preceding Disclosure
Delay Payment Date through and including the Trading Day immediately prior to such applicable Disclosure Delay Payment Date (such applicable
period, the “Disclosure Restitution Period”).


 


(3)           “Required Disclosure Date” means (x) if such Buyer authorized the delivery of such Confidential Information,
either (I) if the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of
such Confidential Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such
Buyer first received any Confidential Information or (y) if such Buyer did not authorize the delivery of such Confidential Information,
the first (1st) Business Day after such Buyer’s receipt of such Confidential Information.


 


(j)            Additional Registration Statements. Until the
Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained
therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the
Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable
Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding
and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements
effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of
(x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration
Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the
SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable
Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and
is continuing, such later date after which the Company has cured such Current Public Information Failure).


 






    30 


     


    

 


(k)           Additional Issuance of Securities. So long as
any Buyer beneficially owns any Securities, the Company will not, without the prior written consent of the Required Holders, issue any
Preferred Shares (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities that would cause
a breach or default under the Certificate of Designations or the Warrants. The Company agrees that for the period commencing on the date
hereof and ending on the date immediately following the 60th calendar day after the Applicable Date (provided that such period
shall be extended by the number of calendar days during such period and any extension thereof contemplated by this proviso on which any
Registration Statement is not effective or any prospectus contained therein is not available for use or any Current Public Information
Failure exists) (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly
issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any
option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without
limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible
Securities (as defined below), any debt, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition
or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”).
Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of (i) shares of Common Stock or standard
options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved
Stock Plan (as defined below), provided that (1) all such issuances (taking into account the shares of Common Stock issuable upon exercise
of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued
and outstanding immediately prior to the date hereof and (2) the exercise price of any such options is not lowered, none of such options
are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise
materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise
of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by clause (i) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case
may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case
may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion,
exercise or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to
an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase
the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed
in any manner that adversely affects any of the Buyers; (iii) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith during the Restricted Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person)
which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the current
business of the Company at such time and shall provide to the Company additional benefits in addition to the investment of funds, but
shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities; (iv) the Conversion Shares, and (v) the Warrant Shares (each of the foregoing in clauses
(i) through (v), collectively the “Excluded Securities”). “Approved Stock Plan” means any employee
benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which
shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided
to the Company in their capacity as such.


 






    31 


     


    

 


(l)            Reservation of Shares. So long as any of the Preferred
Shares or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the
purpose of issuance, no less than the sum of (i) 100% of the maximum number of shares of Common Stock issuable upon conversion of all
the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Floor Price (as
defined in the Certificate of Designations) and (z) any such conversion shall not take into account any limitations on the conversion
of the Preferred Shares set forth in the Certificate of Designations), and (ii) 100% of the maximum number of Warrant Shares issuable
upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein)
(collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock
reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or
redemption, as applicable of Preferred Shares and Warrants. If at any time the number of shares of Common Stock authorized and reserved
for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize
and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional
shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized
shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company
in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the
Required Reserve Amount.


 


(m)          Conduct of Business. The business of the Company
and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental Entity, except where
such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.


 


(n)           Other Preferred Shares; Variable Securities. So
long as any Preferred Shares remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an
agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction” means
a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise
or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock
at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject
to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to a customary
“weighted average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line
of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined
price (other than standard and customary “preemptive” or “participation” rights). Each Buyer shall be entitled
to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition
to any right to collect damages.


 






    32 


     


    

 


(o)           Participation Right. At any time on or prior to
the first anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent
Placement unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the
right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer.


 


(i)            At least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer
a written notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including,
without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains
material, non-public information, a statement asking whether the Investor is willing to accept material non-public information or (B)
if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes
or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public
information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to
such Subsequent Placement upon its written request. Upon the written request of a Buyer within three (3) Trading Days after the Company’s
delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later than
one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of
any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered
Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe
the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be
issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued,
sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer such Buyer’s
pro rata portion of 50% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right
to subscribe for under this Section 4(o) shall be (x) based on such Buyer’s pro rata portion of the aggregate number of the Preferred
Shares purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase
its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall
indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription
Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription
Amount.


 


(ii)           To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth
(5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth
the portion of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its
Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth
an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for,
the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference
between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”),
each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription
Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,
subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires
to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each
Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt
of such new Offer Notice.


 






    33 


     


    

 


(iii)          The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange
all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in
the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest
rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer
Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the
transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which
shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein
filed as exhibits thereto.


 


(iv)          In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the
terms specified in Section 4(o)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice
of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be
not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(o)(ii) above
multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes
to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(o) prior to such
reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects
to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange
more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers
in accordance with Section 4(o)(i) above.


 






    34 


     


    

 


(v)           Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire
from the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance,
as reduced pursuant to Section 4(o)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the Offer.
The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company
and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such
Buyer and its counsel.


 


(vi)          Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(o) may not be issued, sold
or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(vii)         The Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities
of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection
with, any agreement previously entered into with the Company or any instrument received from the Company, and (y) any registration rights
set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the
Registration Rights Agreement.


 


(viii)        Notwithstanding anything to the contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the Company shall either
confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose
its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any
material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth
(5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and
no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been
abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company or any of its
Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such
Buyer with another Offer Notice and such Buyer will again have the right of participation set forth in this Section 4(o). The Company
shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated
by the last sentence of Section 4(o)(ii).


 


(ix)           The restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The
Company shall not circumvent the provisions of this Section 4(o) by providing terms or conditions to one Buyer that are not provided to
all.


 






    35 


     


    

 


(p)           Dilutive Issuances. For so long as any Preferred
Shares or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in
the Certificate of Designations) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion
of any Preferred Shares or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which
the Company may issue upon conversion of the Preferred Shares and exercise of the Warrants without breaching the Company’s obligations
under the rules or regulations of the Principal Market. 


 


(q)           Passive Foreign Investment Company. The Company
shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses, in such a manner as will ensure that
the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the Code.


 


(r)            Restriction on Redemption and Cash Dividends.
So long as any Preferred Shares are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend
or distribution on, any securities of the Company without the prior express written consent of the Buyers (other than as required by the
Certificate of Designations).


 


(s)           Corporate Existence. So long as any Buyer beneficially
owns any Preferred Shares or Warrants, the Company shall not be party to any Fundamental Transaction (as defined in the Certificate of
Designations) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Certificate
of Designations and the Warrants.


 


(t)            Stock Splits. Until the Preferred Shares and all
preferred shares issued pursuant to the Certificate of Designations are no longer outstanding, the Company shall not effect any stock
combination, reverse stock split or other similar transaction (or make any public announcement or disclosure with respect to any of the
foregoing) without the prior written consent of the Required Holders (as defined below).


 


(u)           Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants
and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth
the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred Shares. Except as provided
in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants
or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall
deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate
of Designations and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form
be required in order to convert the Preferred Shares or exercise the Warrants.


 


(v)           Regulation M. The Company will not take any action
prohibited by Regulation M under the 1934 Act, in connection with the distribution of the Securities contemplated hereby.


 






    36 


     


    

 


(w)           General Solicitation(f). None of the Company,
any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on behalf of the Company or such affiliate will
solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising within the
meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine
or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.


 


(x)            Integration(g). None of the Company, any
of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or such affiliate will
sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will
be integrated with the sale of the Securities in a manner which would require the registration of the Securities under the 1933 Act or
require stockholder approval under the rules and regulations of the Principal Market and the Company will take all action that is appropriate
or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933 Act or the rules and regulations
of the Principal Market, with the issuance of Securities contemplated hereby.


 


(y)           Notice of Disqualification Events(a). The
Company will notify the Buyers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered
Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.


 


(z)            Stockholder Approval. The Company shall either
(x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”)
to obtain the Stockholder Approval (as defined below), inform the stockholders of the Company of the receipt of the Stockholder Consent
by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the ninetieth (90th) calendar day
after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after
the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of
stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than March
31, 2022 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to
the Buyers and Kelley Drye & Warren LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kelley
Drye & Warren LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each
of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder
Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations
of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively)
(such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval
is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its
stockholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders
that they approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting
Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder
Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held on or prior to June 30, 2022. If, despite the
Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company
shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. As of
any date, unless either (i) the Company has obtained the Stockholder Approval or (ii) no Warrants remain outstanding, the Company shall
not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Warrants) if the effect of such Dilutive Issuance would,
but for the application of the Exercise Floor Price (as defined in the Warrant), as applicable, cause the Exercise Price (as defined
in the Warrant) to be reduced below the Exercise Floor Price.


 






    37 


     


    

 


(aa)         Closing Documents. On or prior to fourteen (14)
calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer and Kelley Drye & Warren
LLP a complete closing set of the executed Transaction Documents, Securities and any other document required to be delivered to any party
pursuant to Section 7 hereof or otherwise.


 


5.             REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a)           Register. The Company shall maintain at its principal
executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register
for the Preferred Shares and the Warrants in which the Company shall record the name and address of the Person in whose name the Preferred
Shares and the Warrants have been issued (including the name and address of each transferee), the aggregate number of Preferred Shares
held by such Person, the number of Conversion Shares issuable pursuant to the terms of the Preferred Shares and the number of Warrant
Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all times
during business hours for inspection of any Buyer or its legal representatives.


 


(b)           Transfer Agent Instructions. The Company shall
issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”)
in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or
credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of
each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time
by each Buyer to the Company upon conversion of the Preferred Shares or the exercise of the Warrants (as the case may be). The Company
represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b),
and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect
to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable,
to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the
Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue
one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified
by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares
or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer
agent shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance
with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to
a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will
be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that
a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s
transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent,
counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities
shall be borne by the Company.


 






    38 


     


    

 


(c)           Legends. Each Buyer understands that the Securities
have been issued (or will be issued in the case of the Conversion Shares and the Warrant Shares) pursuant to an exemption from registration
or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities shall bear any
legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock certificates):


 


[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN][THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY),
IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


(d)           Removal of Legends. Certificates evidencing Securities
shall not be required to contain the legend set forth in Section 5(c) above or any other legend (i) while a registration statement
(including a Registration Statement) covering the resale of such Securities is effective under the 1933 Act, (ii) following any sale of
such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible
to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides the Company with reasonable assurances that such Securities
are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of Buyer’s counsel), (iv) in connection
with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of
counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made
without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements
of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend
is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days (or such earlier date as required pursuant
to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such
legended certificate representing such Securities to the Company) following the delivery by a Buyer to the Company or the transfer agent
(with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures
guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries
from such Buyer as may be required above in this Section 5(d), as directed by such Buyer, either: (A) provided that the Company’s
transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and such Securities
are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be entitled to
such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s
transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing
such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date by
which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with DTC or such
certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required Delivery
Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or such Buyer’s
designee with DTC, as applicable, the “Share Delivery Date”). The Company shall be responsible for any transfer agent
fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance
herewith.


 






    39 


     


    

 


(e)           Failure to Timely Deliver; Buy-In. If the Company
fails to fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required
Delivery Date, either (I) if the Transfer Agent is not participating in FAST, a certificate for the number of Conversion Shares
or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case
may be) on the Company’s share register or, if the Transfer Agent is participating in FAST, to credit the balance account of such
Buyer or such Buyer’s designee with DTC for such number of Conversion Shares or Warrant Shares (as the case may be) submitted for
legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion
Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable
Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later
than as required pursuant to the Registration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant
Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant
Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s
balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II)
is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery
Failure”), then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each
day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of
shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B)
any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date
of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on
the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer
Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common
Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer
or such Buyer’s designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by such
Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day such Buyer purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common
Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Company
(a “Buy-In”), then the Company shall, within two (2) Trading Days after such Buyer’s request and in such Buyer’s
discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any, for the shares of Common Stock so purchased) (the “Buy-In Price”), at which
point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such
shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit the
balance account of such Buyer or such Buyer’s designee with DTC representing such number of shares of Common Stock that would have
been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess
(if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be)
that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as
defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer
to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and
payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at
law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock)
as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or
Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full
to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate
of Designations or Warrant, as applicable, with respect to the Preferred Shares or Warrants, as applicable, then held by such Buyer.


 






    40 


     


    

 


(f)            FAST Compliance. While any Warrants remain outstanding, the Company shall maintain a transfer agent that participates in
FAST.


 


6.            CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


 


(a)           The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are
for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with
prior written notice thereof: 


 


(i)            Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii)           Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts
withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing
by wire transfer of immediately available funds in accordance with the Flow of Funds Letter.


 


(iii)          The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such
Buyer at or prior to the Closing Date.


 


7.             CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


(a)           The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s
sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: 


 


(i)            The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the
Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature
page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth
on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement.


 


(ii)           Such Buyer shall have received the opinion of Pryor Cashman LLP, the Company’s counsel, dated as of the Closing Date, in
the form acceptable to such Buyer.


 


(iii)          The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to
such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


 






    41 


     


    

 


(iv)          The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each
of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such
jurisdiction of formation as of a date within ten (10) days of the Closing Date.


 


(v)           The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation
and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business
and is required to so qualify, as of a date within ten (10) days of the Closing Date.


 


(vi)          The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations
as certified by the Nevada Secretary of State within ten (10) days of the Closing Date.


 


(vii)         The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of
the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the
Bylaws of the Company, each as in effect at the Closing.


 


(viii)        Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing
Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be
true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer
shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.


 


(ix)           The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares
of Common Stock outstanding on the Closing Date immediately prior to the Closing.


 


(x)            The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have
been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by
the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market
or (II) by falling below the minimum maintenance requirements of the Principal Market.


 


(xi)           The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities, including without limitation, those required by the Principal Market, if any.


 






    42 


     


    

 


(xii)         No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


(xiii)         Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result
in a Material Adverse Effect.


 


(xiv)        The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion
Shares and the Warrant Shares.


 


(xv)         Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company,
setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).


 


(xvi)        The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating
to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 


8.            TERMINATION.


 


In
the event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall
have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business
on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this
Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been
consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase
of the Preferred Shares and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no
such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in
Section 4(g) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach
by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to
compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.


 


9.            MISCELLANEOUS.


 


(a)           Governing Law; Jurisdiction; Jury Trial. All questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan,
for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction
contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company
in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in
favor of such Buyer. The Company irrevocably appoints Pryor Cashman LLP as its respective authorized agent (the “Authorized Agent”)
in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service
of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in
any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY. The choice of laws of the State of New York as the governing law of this Agreement will be honored
by competent courts in the People’s Republic of China, subject to compliance with relevant People’s Republic of China civil
procedural and other requirements. None of the Company nor any of its properties, assets or revenues has any right of immunity under the
People’s Republic of China, Nevada or New York law, from any legal action, suit or proceeding, from the giving of any relief in
any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of the People’s Republic of China,
Nevada, New York or United States federal court, from service of process, attachment upon or prior to judgment, or attachment in aid of
execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement
of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with this Agreement; and, to the extent that the Company, or any of its properties, assets or revenues may have or may hereafter become
entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives
such right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Agreement and the other
Transaction Documents.


 






    43 


     


    

 


(b)           Counterparts. This Agreement may be executed in
two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission
or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such signature page were an original thereof.


 


(c)           Headings; Gender. The headings of this Agreement
are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly
indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof.
The terms “including,” “includes,” “include” and words of like import shall be construed broadly as
if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”
and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(d)           Severability; Maximum Payment Amounts. If any
provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document
(and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts
and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under
the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under applicable
law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection
by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation
to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and
such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be,
as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding,
at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or
actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses
or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to
be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall
be pro-rated over the period of time to which they relate. 


 






    44 


     


    

 


(e)              
Entire Agreement; Amendments. This Agreement,
the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein
supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting
on their behalf, including, without limitation, any transactions by any Buyer with respect to Common Stock or the Securities, and the
other matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto
and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the
matters covered herein and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or
shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from,
the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the Company
or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits
to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company and/or any of its
Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof,
and all such agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein, neither
the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. For clarification
purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Company and the Required Holders (as defined below), and any amendment to any provision of this Agreement made in conformity
with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable; provided
that no such amendment shall be effective to the extent that it (A) applies to less than all of the holders of the Securities then outstanding
or (B) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld
in such Buyer’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of
this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities,
as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the
Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer
without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No consideration
(other than reimbursement of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents,
all holders of the Preferred Shares or all holders of the Warrants (as the case may be). From the date hereof and while any Preferred
Shares or Warrants are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a holder of Preferred
Shares or Warrants that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company
or any Subsidiary (i) to treat such Buyer or holder of Preferred Shares or Warrants in a manner that is more favorable than to other similarly
situated Buyers or holders of Preferred Shares or Warrants, as applicable, or (ii) to treat any Buyer(s) or holder(s) of Preferred Shares
or Warrants in a manner that is less favorable than the Buyer or holder of Preferred Shares or Warrants that is paying such consideration;
provided, however, that the determination of whether a Buyer has been treated more or less favorably than another Buyer shall disregard
any securities of the Company purchased or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any
Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction
Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment
or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement
for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (x) no due diligence or other investigation
or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or
shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this
Agreement or any other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly
preceded by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect
such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations
and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to
the Closing Date, each Buyer entitled to purchase Preferred Shares at the Closing and (II) on or after the Closing Date, holders of a
majority of the Registrable Securities as of such time (excluding any Registrable Securities held by the Company or any of its Subsidiaries
as of such time) issued or issuable hereunder or pursuant to the Certificate of Designations and/or the Warrants (or the Buyers, with
respect to any waiver or amendment of Section 4(o)).


 






    45 


     


    

 


(f)            Notices. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email
is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated
message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business
Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to
receive the same. The mailing addresses and e-mail addresses for such communications shall be:


 


If to the Company:


 


Senmiao Technology Limited.

16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zon

Chengdu, Sichuan, People’s Republic of China 610000

Telephone: (86) 28-88678707

Attention: Chief Executive Officer

Email: mic216@gmail.com; c/o: zhangxiaoyuan@ihongsen.com


 


with a copy (for informational purposes only) to:


 


Pryor Cashman LLP

7 Times Square

New York, New York 10036

(212) 326-0199

Telephone: (212) 326-0199

Attention: Elizabeth F. Chen, Esq.

Email: echen@pryorcashman.com


 






    46 


     


    

 


If to the Transfer Agent:


 


VStock Transfer, LLC

18 Lafayette Place

Woodmere, New York 11598

Telephone: (212) 828-8436 ext. 113

Attention: Nicole Stokes, Account Representative

E-Mail: nicole@vstocktransfer.com


 


If to a Buyer, to its mailing address and e-mail
address set forth on the signature page of such Buyer attached hereto, with copies to such Buyer’s representatives as set forth
on the signature page of such Buyer attached hereto,


 


with a copy (for informational purposes only) to:


 


Kelley Drye & Warren LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Telephone: (212) 808-7540

Attention: Michael A. Adelstein, Esq.

E-mail: madelstein@kelleydrye.com


 


or to such other mailing address and/or e-mail
address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change, provided that Kelley Drye & Warren LLP shall only be provided copies of notices
sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C)
provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g)           Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of any of the
Preferred Shares and Warrants. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Required Holders, including, without limitation, by way of a Fundamental Transaction (as defined in the Warrants) (unless
the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants) or a Fundamental
Transaction (as defined in the Certificate of Designations) (unless the Company is in compliance with the applicable provisions governing
Fundamental Transactions set forth in the Certificate of Designations). A Buyer may assign some or all of its rights hereunder in connection
with any transfer of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be a Buyer
hereunder with respect to such assigned rights.


 






    47 


     


    

 


(h)           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, other than the Indemnitees referred to in Section 9(k).


 


(i)            Survival. The representations, warranties, agreements
and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and
covenants hereunder.


 


(j)            Further Assurances. Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.


 


(k)           Indemnification. In consideration of each Buyer’s
execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s
other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each
holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors
and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of,
or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the
Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the
Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party
(including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such
Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents,
(B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,
(C) any disclosure properly made by such Buyer pursuant to Section 4(i), or (D) the status of such Buyer or holder of the
Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to
this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other
equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable
law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 9(k)
shall be the same as those set forth in Section 6 of the Registration Rights Agreement.


 






    48 


     


    

 


(l)            Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied
against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation
or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the
Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar
transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding anything in this Agreement
to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition
of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities
of the Company in order for such Buyer (or its broker or other financial representative) to effect short sales or similar transactions
in the future.


 


(m)          Remedies. Each Buyer and in the event of assignment
by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of
the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled
to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision
of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any
Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under
the Transaction Documents, any remedy at law would inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall
be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of
competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security.
The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies
available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or
other injunctive relief).


 


(n)           Withdrawal Right. Notwithstanding anything to
the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right,
election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations
within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice
to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice
to its future actions and rights.


 


(o)           Payment Set Aside; Currency. To the extent that
the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other Transaction Documents or any of the Buyers
enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or
are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of
any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all
dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date
of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant
to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.


 






    49 


     


    

 


(p)           Judgment Currency.


 


(i)            If for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction
Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter
in this Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement,
the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:


 


(1)           the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other
jurisdiction that will give effect to such conversion being made on such date: or


 


(2)           the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date
as of which such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion
Date”).


 


(ii)           If in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is a change
in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the
Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount
of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.


 


(iii)          Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.


 


(q)           Independent Nature of Buyers’ Obligations and Rights.
The obligations of each Buyer under the Transaction Documents are several and not joint with the obligations of any other Buyer, and no
Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing
contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to
constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture
or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity,
and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents
or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert
any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer
to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer
acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that
no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or
enforcing its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated
with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and
advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising
out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an
additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities
contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience
of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood and
agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary
and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.


 


 


[signature pages follow]


 






    50 


     


    

 





IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.


 


 


	 	COMPANY:
	 	 
	 	SENMIAO TECHNOLOGY LIMITED
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  





 






    


     


    

 





IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


Name of Buyer: _____________________________________________________________


 


Signature
of Authorized Signatory of Buyer: ______________________________________


 


Name of Authorized Signatory: ____________________________________________________


 


Title of Authorized Signatory: _____________________________________________________


 


Email Address of Authorized Signatory:______________________________________________


 


Address for Notice to Buyer:


 


 


Address for Delivery of Securities to Buyer (if not same as address
for notice):


 


 


Subscription Amount: $_____________________


 


Preferred Shares: _____________________


 


Conversion Shares: ______________________


 


Warrant Shares: ______________________


 


EIN Number: ___________________________


 


Please select beneficial ownership limitation: ____ 4.99% or ____ 9.99%


 


 


 


[BUYER SIGNATURE PAGE TO AIHS SECURITIES PURCHASE AGREEMENT]


 






     


     


    

 







Securities Purchase Agreement

dated as of November 8, 2021


 


Disclosure Schedule


 


Dated as of November 8, 2021


This Disclosure Schedule
(the “Disclosure Schedule”) is being delivered by Senmiao Technology Limited, a Nevada corporation (the “Company”),
in connection with that certain Securities Purchase Agreement, dated November 8, 2021 (the “Agreement”) by and among
the Company and the investors identified on the signature pages thereto (each, an “Investor” and collectively, the
“Investors”). Unless the context otherwise requires, all capitalized terms used in this Disclosure Schedule shall have
the respective meanings assigned to them in the Agreement.


 


The sections in the Disclosure
Schedule correspond to the section numbers in the Agreement. The disclosures in the Disclosure Schedule shall modify and relate to the
representations, warranties, covenants and agreements in the section of the Agreement to which they expressly refer. Unless otherwise
stated, all statements made in the Disclosure Schedule are made as of the date hereof. The Disclosure Schedule is incorporated by reference
to the Agreement and should be considered an integral part of the Agreement.


 


The representations and warranties
made by the Company in the Agreement are exclusive and the Company makes no representations or warranties whatsoever except as set forth
in the Agreement. The information and disclosures contained in the Disclosure Schedule are intended only to qualify and limit the representations,
warranties, covenants and agreements made by the Company contained in the Agreement and shall not be deemed to expand in any way the scope
or effect of any of such representations, warranties, covenants or agreements.


 


No reference to or disclosure
of any item or other matter in the Disclosure Schedule shall be construed as an admission or indication that such item or other matter
is material. No disclosure in the Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation
shall be construed as an admission or indication that any such breach or violation exists or has actually occurred, and nothing in the
Disclosure Schedule constitutes an admission of any liability or obligation of the Company to any third party, nor an admission against
the Company’s interest.


 






     


     


    

 


Schedule 3(a)(i)


Subsidiaries and Affiliated Entities


 


Hunan Ruixi Financial Leasing Co., Ltd.


Sichuan Jinkailong Automobile Leasing Co., Ltd.
(VIE of Hunan Ruixi)


Hunan Ruixi Automobile Leasing Co., Ltd.


Chengdu Xichuang Technology Service Co., Ltd.


Yicheng Financial leasing Co., Ltd.


Sichuan Senmiao Zecheng Business Consulting Co.,
Ltd.


Sichuan Senmiao Ronglian Technology Co., Ltd.
(VIE of Senmiao Zecheng)


Hunan Xixingtianxia Technology Co., Ltd.


Chengdu Corenel Technology Co., Ltd.


Senmiao Technology (Hong Kong)., Ltd.


 


As of November 8, 2021, Hunan Xixingtianxia Technology
Co., Ltd. had eight wholly owned subsidiaries:


Chengdu Xixingtianxia Technology Co., Ltd.


Chongqing Xixingtianxia Technology Co., Ltd.


Haikou Xixingtianxia Technology Co., Ltd.


Fuzhou Xixingtianxia Technology Co., Ltd.


Hengyang Xixingtianxia Technology Co., Ltd.


Luzhou Xixingtianxia Technology Co., Ltd.


Yongzhou Xixingtianxia Technology Co., Ltd.


Jingdezhen Xixingtianxia Technology Co., Ltd.


 






     


     


    

 


Schedule 3(r)


Equity Capitalization


 


As of November 8, 2021, there were 55,356,670shares
of common stock, par value $0.0001 per share, of the registrant issued and outstanding.


 


The number of Common Stock owned beneficially,
and of record, by Affiliates of the Company: 11,952,904.


 






     


     


    

 


Schedule 3(l)


Absence of Certain Changes


 


None.


 






     


     


    

 


Schedule 3(m)


No Undisclosed Events, Liabilities, Developments
or Circumstances


 


None


 






     


     


    

 


Schedule 3(t)


Litigation


 


The following proceeding will be disclosed in
the Company’s 10-Q to be filed with the SEC on November 16, 2021.


.


Contingent liability of Jinkailong


 


On May 25, 2018, Chengdu
Industrial Impawn Co., Ltd (“Impawn”) signed a pledge and pawn contract (the “Master Contact”) with Langyue, pursuant
to which, Impawn shall provide loans to Langyue up to RMB20 million (approximately $2.9 million). In connection with the Master Contract,
Jinkailong entered into a guaranty with Impawn and agreed to provide guarantee on all the payments (including principal, interests, compensations
and other expenses) of Langyue jointly and severally with seven other guarantors, one of which is a shareholder of Jinkailong. Langyue
used RMB7,019,652 (approximately $1,003,000) of the loans from Impawn and re-loaned it to automobile purchasers referred by Jinkailong
from June 2018 to September 2018, which were also guaranteed by Jinkailong.


 


Langyue did not pay Impawn
the monthly installment of June 2020 timely. In July 2020, Impawn sent the Collection Letter and Notice to Langyue to demand payment of
the interest and penalty of RMB100,300 (approximately $14,330). On September 18, 2020, Impawn initiated a legal action with the People's
Court of Sichuan Pilot Free Trade Zone (the “Court”) for an order to collect and enforce the repayment of the total outstanding
principal, interest and penalty for an aggregate of RMB9,992,728 (approximately $1,428,000) and other expenses by freezing all bank accounts
of Langyue and all related guarantors. On October 14, 2020, the cash in the bank accounts of Jinkailong, totaling RMB 175,335 (approximately
$25,050) was frozen by the Court and became restricted cash accordingly. On January 7, 2021, bank account was frozen mentioned above has
been fully released.


 


On December 24, 2020, Jinkailong,
a shareholder of Jinkailong and Impawn signed a settlement agreement ("Settlement Agreement"). Impawn agreed to release the
pledge of Jinkailong’s 75 automobiles, provided that Jinkailong and such shareholder repay an aggregate of RMB4,026,594 (approximately
$625,000) in monthly installments over 35 months. In addition, upon the initial payment of RMB600,000 (approximately $93,000) by Jinkailong
and such shareholder, Impawn will request the court to release the frozen bank accounts of Jinkailong. The Settlement Agreement further
provides that it does not release the guarantee obligations of Jinkailong and in the event Langyue’s loan is not fully repaid at
the end of the 35 months, Impawn reserves the right to pursue further actions against Jinkailong and such shareholder for the outstanding
balance of the loan. As of September 30, 2021, the original maximum contingent liabilities related to the loans from Langyue to automobile
purchasers which Jinkailong would be exposed to was approximately RMB962,000 (approximately $149,000), which has been included in the
amount of contingent liabilities of automobile purchasers as mentioned above. Jinkailong will collect monthly installment payments from
online ride-hailing drivers who lease those 75 automobiles to repay for the remaining balance of Impawns and recognize guarantee expenses
if any. However, as Jinkailong has undertaken the joint and several liability guarantee for all of Langyue’s loans from Impawn,
Jinkailong may be required to pay all the outstanding balance of approximately $1,192,000 to Impawn in the future.


 






     


     


    

 


Regulations related
to Online Ride-hailing Industry in China


 


In order to manage the rapidly
growing ride-hailing service market and control relevant risks, on July 27, 2016, seven ministries and commissions in China, including
the MOT, jointly promulgated the “Interim Measures for the Administration of Online Taxi Booking Business Operations and Services”
(“Interim Measures”) and amended on December 28, 2019, which legalizes online ride-hailing services such as Didi and requires
the online ride-hailing services to meet the requirements set out by the measures and obtain taxi-booking service licenses and take full
responsibility of the ride services to ensure the safety of riders.


 


On July 23, 2018, the General
Office of Changsha Municipal People’s Government issued the “Detailed Rules for the Administration of Online Booking Taxi
Management Services for Changsha.” On June 12, 2019, the Municipal Communications Commission of Changsha City further issued “Transfer
and Registration Procedures of Changsha Online Booking of Taxi.” According to the regulations and guidelines, to operate a ride-hailing
business in Changsha requires similar licenses in Chengdu, except those automobiles used for online ride-hailing services are required
to meet certain standards, including that the sales price (including taxes) is over RMB120,000 (approximately $17,000). In practice, Hunan
Ruixi is also required to employ a safety administrator for every 50 automobiles used for online ride-hailing services and submit daily
operation information of these automobiles such as traffic violation to the Transport Management Office of the Municipal Communications
Commission of Changsha City every month.


 


Furthermore, according to
the Interim Measures, no enterprise or individual is allowed to provide information for conducting online ride-hailing services to unqualified
vehicles and drivers. In December 2020, Chengdu Transportation Bureau has taken a series of investigations into actions violating the
Interim Measures and imposed fines for such violations. Among the 226 cases, two cases involved drivers of our Xixingtianxia online ride-hailing
platform who failed to obtain the ride-hailing driver’s licenses. As a result, we were fined RMB10,000. Pursuant to the Interim
Measures, XXTX and its subsidiaries may be fined between RMB5,000 to RMB30,000 (approximately $776 to $4,654) for violations of the Interim
Measures, including providing online ride-hailing platform services to unqualified drivers or vehicles. During the three and six months
ended September 30, 2021, we have been fined by approximately $79,000 and $166,000 by Traffic Management Bureaus in Chengdu and Changsha,
respectively, of which, approximately $2,000 and $13,000, respectively, was further compensated by drivers or cooperated third parties.
If we are deemed in serious violation of the Interim Measures, our Online Ride-hailing Platform Services may be suspended and the relevant
licenses may be revoked by certain government authorities.


 






     


     


    

 


Schedule 3(v)


Employee Relations


 


None.


 






     


     


    

 


Schedule 3(q)


Transactions With Affiliates


 


The following transactions will
be disclosed in the Company’s 10-Q to be filed with the SEC on November 16, 2021.


 


In December 2017, the
Company entered into loan agreements with two stockholders, who agreed to grant lines of credit of approximating $955,000 and $159,000,
respectively, to the Company for five years. The lines of credit are non-interest bearing, effective from January 2017. As of September
30, 2021, the outstanding balances due to these two stockholders in the discontinued operations were $49,598 and $0, respectively. As
of March 31, 2021, the outstanding balances in the discontinued operations to these two stockholders were $48,795 and $0, respectively.


 


On July 28 and August 17,
2021, the Company entered into two loan agreements with its CEO, who agreed to loan $800,000 in total to the Company. The loans are non-interest
bearing, effective from July 28, 2021 and August 17, 2021, which shall be paid within six months and three months, respectively. As of
September 30, 2021, the outstanding balance due to CEO was $743,324.


 


The Company entered into two
office lease agreements which were set to expire on January 1, 2020. On April 1, 2020, the two office leases were amended with
a leasing term from April 1, 2020 to March 31, 2023. On March 1, 2021, the Company entered into an additional office lease
which was set to expire on February 1, 2026. On April 1, 2021, the Company entered into another office lease which was set to expire on
April 1, 2024. As September 30, 2021 and March 31, 2021, operating lease right-of-use assets of these leases amounted to $544,619 and
$475,408, respectively. As September 30, 2021 and March 31, 2021, current leases liabilities of these leases amounted to $251,511 and
$161,818, respectively. Non-current lease liabilities of these leases amounted to $319,356 and $285,371 as of September 30, 2021 and March
31, 2021, respectively. For the three months ended September 30, 2021 and 2020, the Company incurred $59,867 and $28,086, respectively,
in rental expenses to this related party. For the six months ended September 30, 2021 and 2020, the Company incurred $114,299 and $56,173,
respectively, in rental expenses to this related party.


 


In November 2018, Hunan
Ruixi entered into an office lease agreement with Hunan Dingchentai Investment Co., Ltd. ("Dingchentai"), a company where
one of our independent directors serves as legal representative and general manager. The term of the lease agreement was from November 1,
2018 to October 31, 2023 and the rent was approximately $44,250 per year, payable on a quarterly basis. The original lease agreement
with Dingchentai was terminated on July 1, 2019. The Company entered into another lease with Dingchentai on substantially similar
terms on September 27, 2019. As of September 30, 2021 and March 31, 2021, operating lease right-of-use assets of this lease
amounted $88,707 and $104,959, respectively. As of September 30, 2021, current leases liabilities and non-current leases liabilities of
this lease amounted $153,486 and $36,238, respectively. As of March 31, 2021, current leases liabilities and non-current leases liabilities
of this lease in the continuing operations amounted $81,908 and $56,178, respectively. For the three months ended September 30, 2021 and
2020, the Company incurred expense of $11,224 and $10,655 in rent to Dingchentai, respectively. For the six months ended September 30,
2021 and 2020, the Company incurred $22,448 and $21,310, respectively, in rental expenses to this related party.


 


In June 2019 and January 2020,
the Company entered into two automobile maintenance services contracts with Sichuan Qihuaxin Automobile Services Co., Ltd and Sichuan
Yousen Automobile Maintenance Service Co., Ltd, which companies are controlled by one of the non-controlling shareholders of Sichuan Jinkailong.
During the three months ended September 30, 2021 and September 30, 2020, the Company incurred automobile maintenance fees of $253,916
and $134,636 to those companies as mentioned above, respectively. During the six months ended September 30, 2021 and September 30, 2020,
the Company incurred automobile maintenance fees of $534,136 and $193,000 to those companies as mentioned above, respectively. 


 






     


     


    

 


Schedule 3.1 (s)


Indebtedness and Other Contracts


 


•  The borrowings from
certain financial institutions in China represented the short-term loans of $417,232 from a bank and the difference between the actual
proceeds disbursed by the financial institution to Jinkailong and the total amount of principal to be responsible for and repaid by the
automobile purchasers of $204,962 as of September 30, 2021. Such borrowings totaled $622,194 and $355,624 bearing interest rates ranging
between 6.2% and 8.1% per annum as of September 30, 2021 and March 31, 2021, respectively, of which $30,482 and $44,962, respectively,
is to be repaid over a period of 13 to 24 months, classified as borrowings from financial institutions, noncurrent.


 


•  Pursuant to the Settlement
Agreement signed on December 24, 2020 by and among Jinkailong, a shareholder of Jinkailong and Impawn, Jinkailong and such shareholder
shall repay an aggregate of RMB4,026,593.66 (approximately $625,000) to Impawn in monthly installments over 35 months. As of November
5, 2021, the outstanding balance was RMB1,526,593.66 (approximately $235,000).