Exhibit 4.1


  


EQUITY PURCHASE
AGREEMENT


 


This equity purchase agreement
is entered into as of May 21, 2021 (this “Agreement”), by and between Origin Agritech Limited, a British Virgin Islands
corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company up to Ten Million Dollars ($10,000,000.00) of the
Company’s Common Stock (as defined below);


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE I 


CERTAIN DEFINITIONS


 


Section 1.1        DEFINED
TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement” shall
have the meaning specified in the preamble hereof.


 


“Average
Daily Trading Value” shall mean the average trading volume of the Company’s Common Stock in the five (5) Trading Days
immediately preceding the respective Put Date multiplied by the lowest traded price of the Company’s Common Stock in the five (5)
Trading Days immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim Notice” shall
have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker fees when the total amount in the respective Put Notice is less than $60,000.00
and Transfer Agent fees, excluding commissions.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“Closing
Certificate” shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 






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“Closing Date” shall mean the
date of any Closing hereunder.


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor
shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) two years from the Execution Date,
or (iii) written notice of termination by the Company to the Investor (provided that the Investor is given 10 days prior written notice
and the Registration Statement is either effective through the end of such 10 day period or the Put Shares and Commitment Shares are otherwise
registered for public sale as of the date of notice).


 


“Commitment
Shares” means 14,245 shares of Common Stock issued by the Company to the Investor pursuant to Section 6.4.


 


“Common
Stock” shall mean the Company's ordinary shares, nil par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets
(upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company” shall have the meaning
specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements
and costs and expenses of expert witnesses and investigation).


 


“Dispute Period” shall have the meaning
specified in Section 9.3(a).


 


“DTC” shall mean The
Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST Program” shall mean the DTC’s
Fast Automated Securities Transfer


Program.


 


“DWAC” shall mean
Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Put Shares, as applicable,
are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the
Put Shares, as applicable, via DWAC.


 






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“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.



   


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Cap” shall have the meaning
set forth in Section 7.1(c).


 


“Execution Date” shall mean the date
of this Agreement.


 


“FINRA” shall mean the Financial Industry
Regulatory Authority, Inc.


 


“Investment Amount”
shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price minus the Clearing Costs.


 


“Indemnified Party” shall have the meaning
specified in Section 9.2.


 


“Indemnifying Party” shall have the meaning
specified in Section 9.2.


 


“Indemnity Notice” shall have the meaning
specified in Section 9.3(e).


 


“Investor” shall have the meaning specified
in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Market
Price” shall mean the one (1) lowest VWAP on the Principal Market for any Trading Day during the Valuation Period, as reported
by Bloomberg Finance L.P or other reputable source.


 


“Material
Adverse Effect” shall mean any effect since the end of the fiscal year ending September 30, 2021, on the business, operations,
properties, or financial condition of the Company and the Subsidiaries that is material and adverse to the Company and the Subsidiaries
and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company
to enter into and perform its obligations under any Transaction Document.


 


“Maximum
Commitment Amount” shall mean Ten Million Dollars ($10,000,000.00).


 






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“Maximum
Put Amount” shall mean, the lesser of (i) $1,500,000 (based on the lowest VWAP during the five trading days prior to the Put
Notice) or (ii) 100% of the average number of shares of Common Stock traded for the 10 Trading Days prior to the date of the Put Notice.


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Common Stock.


 


“Purchase
Price” shall mean 94% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms
and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.


 


“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put
Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.


 


“Registration Statement”
shall have the meaning specified in Section 6.4.


 


Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC Documents” shall have the meaning
specified in Section 4.5.


“Securities” means, collectively, the
Put Shares.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended.


 






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“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock
or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the
Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading Day” shall mean a day on which
the Principal Market shall be open for


business.


 


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor
transfer agent of the Company.


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue
the Put Shares pursuant to the Transaction Documents, in the form of Exhibit C attached hereto.


 


“Valuation
Period” shall mean the period of five (5) Trading Days immediately following the Put Date associated with the applicable Put
Notice, provided, however, that the Put Date shall count towards one of the five (5) Trading days if the applicable Put Notice is delivered
to Investor by email on or prior to 8:30 a.m. New York time.


 


“VWAP”
shall mean for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a national exchange as included in the term Principal Market, the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on such national exchange on which the Common Stock is then listed or quoted for trading
as reported by Bloomberg L.P. or Quotestream, a product of QuoteMedia, Inc. (based on a Trading Day from 9:30 a.m. (New York City time)
to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then traded on a national exchange, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on the OTCQX, OTCQB, OTC Pink or OTC Bulletin Board; (c) if the Common
Stock is not then quoted for trading on the OTCQX, OTCQB, OTC Pink or OTC Bulletin Board and if prices for the Common Stock are then reported
in the OTC markets or a similar organization or agency, the most recent bid price per share of the Common Stock so reported the reflects
the equivalent of a trading market for the Common Stock; or (d) in all other cases, the fair market value of a share of Common Stock as
determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.


 






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ARTICLE II


PURCHASE AND SALE OF COMMON
STOCK


 


Section 2.1        PUTS.
Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have
the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time, to purchase
Put Shares (i) in a minimum amount not less than $25,000.00 and (ii) in an amount that is more than the Maximum Put Amount; provided
that such minimum amount of Put Shares may be decreased and such maximum amount of Put Shares may be increased subject to the Investor’s
approval. Notwithstanding anything to the contrary, the Company and the Investor shall not effectuate any Puts under this Agreement if
either: (i) the last traded price at the time of the put is not at least 110% of the Floor Price or (ii) if the Purchase Price would be
at a price below the Floor Price. “Floor Price” means $5.00, which shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted
price and (ii) $5.00.


  


Section 2.2        MECHANICS.


  


(a)     
PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein.
The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days following
the Put Date.


 


(b)     
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by
the Investor if such notice is received on or prior to 8:30 a.m. New York time or (ii) the immediately succeeding Trading Day if it is
received by email after 8:30 a.m. New York time on a Trading Day or at any time on a day which is not a Trading Day. The Company shall
not deliver another Put Notice to the Investor within ten (10) Trading Days of a prior Put Notice, without the consent of Investor.


 


Section 2.3       CLOSINGS.
If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then the Investor
shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put
shall be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within two (2) Trading
Days following the respective Valuation Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately
available funds to an account designated by the Company. In addition, on or prior to such Closing, each of the Company and the Investor
shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them
pursuant to this Agreement in order to implement and effect the transactions contemplated herein. At the Closing of a Put, the Investor
will deliver with the Investment Amount a copy of the VWAP used to calculate the Investment Amount, which may be either from Bloomberg
or Quotestream.


 






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ARTICLE III


REPRESENTATIONS AND WARRANTIES
OF INVESTOR


 


The Investor represents and warrants to the Company that:


 


Section 3.1       INTENT.
The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally binding)
at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state securities laws;
provided, however, that the Investor reserves the right to dispose of the Securities at any time in accordance with federal
and state securities laws applicable to such disposition.


 


Section 3.2       NO LEGAL
ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors
and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section 3.3       ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience
in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor
acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section 3.4       AUTHORITY.
The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction
Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other
Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all
necessary action and no further consent or authorization of the Investor is required. Each Transaction Document to which it is a party
has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid
and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles
of general application.


 


Section 3.5       NOT AN AFFILIATE.
The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the Securities Act) of the
Company.


 


Section 3.6       ORGANIZATION
AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to
enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.


 






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Section 3.7      ABSENCE
OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions
contemplated hereby and thereby and compliance with the requirements hereof and thereof by the Investor, will not (a) violate any law,
rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture,
instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict
with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such
indenture, instrument or agreement to which the Investor is a party, or constitute a breach of any fiduciary duty owed by the Investor
to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument,
agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may
be subject.


 


Section 3.8       DISCLOSURE;
ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has
had access to all publicly available information with respect to the Company.


 


Section 3.9       MANNER OF
SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertising.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


 


The Company represents and
warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure schedules hereto:


 


Section 4.1      ORGANIZATION
OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own
and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation
nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


Section 4.2      AUTHORITY.
The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other
Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction
Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of
general application.


 






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Section
4.3       CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of (a) 60,000,000 shares of
Common Stock, no par value per share, of which 5,686,073 shares of Common Stock are issued and outstanding as of May 10, 2021, and (b)
1,000,000 shares of preferred stock, no par value per share, of which none are issued and outstanding. Except as set forth on Schedule
4.3 and issuances to the Investor as of the date hereof the Company has not issued any capital stock since the filing date of its
most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. As of the date hereof, no Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the Transaction Documents. As of the date hereof, except as set
forth on Schedule 4.3, as stated in this Section 4.3, as stated in the Form 20-F as filed on February 16, 2021 with the SEC and
as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents other than pursuant to two general stock option plans of the Company. As of the date hereof, the issuance and sale of the
Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and
will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of
such securities. As of the date hereof, there are no stockholders agreements, voting agreements or other similar agreements with respect
to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the
Company’s stockholders.


 


Section 4.4       LISTING
AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration.
The Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal Market on which the Common
Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements
of such Principal Market. The Company currently is in compliance with all such listing and maintenance requirements.


 






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Section 4.5       SEC DOCUMENTS;
DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents
prior to the expiration of any such extension. [As of their respective dates, the SEC Documents complied in all material respects with
the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to
such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules
and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the
notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the
results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel
with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms
that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.


 


Section 4.6      VALID ISSUANCES.
The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly
and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer
provided for in the Transaction Documents.


 


Section 4.7      NO CONFLICTS.
The execution, delivery and performance 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 Put Shares, do not and
will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws
or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse
of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets of the
Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture,
instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary
is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company
or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of,
conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance
or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have
a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings
that may be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the
relevant representations and agreements of Investor herein. Notwithstanding the foregoing, the Company is required to make a filing with
Nasdaq with respect to this Agreement and the other Transaction Documents.


 






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Section 4.8      NO MATERIAL
ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed in subsequent
SEC filings.


 


Section 4.9       LITIGATION
AND OTHER PROCEEDINGS. There are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written
or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment,
order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator
or governmental agency which would have a Material Adverse Effect. 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 Subsidiary or any current or former director or officer
of the Company or any Subsidiary.


 


Section 4.10    REGISTRATION
RIGHTS. As of the date hereof, no Person (other than the Investor) has any right to cause the Company to effect the registration under
the Securities Act of any securities of the Company or any Subsidiary.


 


ARTICLE V 


COVENANTS OF INVESTOR


 


Section 5.1        COMPLIANCE WITH LAW; TRADING
IN SECURITIES. The


Investor's trading activities with respect to
shares of Common Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations
of FINRA and the Principal Market.


 


Section 5.2       SHORT SALES
AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding
with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment Period. For the purposes hereof,
and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected
to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement, maintain the confidentiality of
the existence and terms of this transaction and the information included in the Transaction Documents.


 






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ARTICLE VI 


COVENANTS OF THE COMPANY


 


Section 6.1       LISTING
OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares to be issued to the Investor hereunder on
the Principal Market (subject to official notice of issuance) and shall use commercially reasonable efforts to maintain, so long as any
shares of Common Stock shall be so listed, the listing of all such Put Shares from time to time issuable hereunder. The Company shall
use its commercially reasonable efforts to continue the listing and trading of the Common Stock on the Principal Market (including, without
limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company's reporting, filing and other
obligations under the bylaws or rules of FINRA and the Principal Market.


 


Section
6.2       OTHER EQUITY LINES AND CONVERTIBLE NOTES. Other than the arrangements with
the Investor, so long as this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior
written consent of the Investor, enter into any other equity line of credit agreement with any other party or issue any promissory
note convertible into Common Stock to any other party that converts into Common Stock on a variable basis or converts (for the
entire term) at a rate that is less than the Market Price on the date of issuance of the promissory note. For the avoidance of
doubt, nothing contained in the Transaction Documents shall restrict, or require the Investor's consent for, any agreement providing
for the issuance or distribution of any equity securities of the Company pursuant to any agreement or arrangement that is not
covered in this Section 6.2. For the further avoidance of doubt, nothing contained in the Transaction Documents shall restrict or
require the Investor’s consent for any public or private offering of any securities of the Company in which the net proceeds
is greater than $2,000,000 or of a subsidiary, any joint venture to which the Company or its subsidiaries is a party, any merger,
consolidation or combination in which the Company or its subsidiaries is a surviving party or, after a termination of this
Agreement, any merger, consolidation or combination in which the Company is not the surviving party or the sale of all or
substantially all the assets of the Company.


 


Section6.3     FILING
OF CURRENT REPORT AND REGISTRATION STATEMENT. The
Company agrees that it shall file a Current Report on Form 6-K, including the Transaction Documents as exhibits thereto, with the SEC
within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and conditions
of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and comment
upon the final pre-filing draft version of the Current Report at least two (2) Trading Days prior to its filing with the SEC, and the
Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon
the final pre-filing draft version of the Current Report within one (1) Trading Day from the date the Investor receives it from the Company.
The Company shall also file with the SEC, within 60 calendar days from the date hereof, a new registration statement (the “Registration
Statement”) covering only the resale of the Put Shares and the Commitment Shares or at the Company election in the alternative,
take all required action to file the sale of the Put Shares under a current shelf registration statement..


 






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Section
6.4       ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution
and delivery of, and performance under this Agreement, the Company shall cause the Transfer Agent to issue the Commitment Shares to the
Investor on the Execution Date. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date,
and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the effectiveness
of the Registration Statement or the Company’s submission of a Put Notice to the Investor and irrespective of any termination of
this Agreement. The Company shall include on any registration statement or prospectus supplement under a current shelf registration Statement
filed with the SEC all the Commitment Shares.


 


ARTICLE VII 


CONDITIONS TO DELIVERY OF PUT NOTICES 


AND CONDITIONS TO CLOSING


 


Section 7.1       CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue and sell the Put Shares to
the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)               ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.


 


(b)               PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)               PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive
any Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares of Common Stock which the Company may issue
without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”).
If the Exchange Cap will be exceeded pursuant to the terms of this Agreement, then if the Investor and the Company mutually agree, the
Company will take commercially reasonable action to seek shareholder approval for the approval of this Agreement so as to satisfy the
rules and regulations of the Principal Market.


 


Section7.2      CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is
subject to the satisfaction of each of the following conditions:


 






    	 	13	 



     


    

 


(a)        
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be effective
for the resale by the Investor of the Put Shares and (i) neither the Company nor the Investor shall have received notice that the SEC
has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn
the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) no
other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus shall exist.


 


(b)        
SUFFICIENT AUTHORIZED SHARES. In respect of each Put, the Company has at the time of making the Put sufficient authorized
ordinary shares to be able to deliver the Put Shares.


 


(c)        
ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in
Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing
(except for representations and warranties specifically made as of a particular date).


 


(d)        
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(e)      
  NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits
or directly and materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall
have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated
by the Transaction Documents.


 


(f)        
ADVERSE CHANGES. Since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 


(g)        
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing
or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any
reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the
Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced
accordingly.


 






    	 	14	 



     


    

 


(h)         BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number
of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially
owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of calculating the number of
Put Shares that may be purchased by the Investor, at the time of the receipt of a Put Notice, the Investor will inform the Company that
the number of Put Shares exceeds the Beneficial Ownership Limitation and have the right to reject the Put Notice or ask the Company to
adjust the number of Put Shares so as to make the Put Notice comply with this limitation. For purposes of this Section 7.2(h), in the
event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given,
the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when aggregating
all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such
Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.


 


(i)          PRINCIPAL MARKET REGULATION. The issuance of the Put Shares shall not exceed the Exchange Cap.


 


(j)          NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days
following the Trading Day on which such Put Notice is deemed delivered).


 


(k)      
   NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market.


 


 (l)       
  OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as
of the date of each such certificate.


 


(m)        DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(n)         SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within
the applicable time periods prescribed for such filings under the Exchange Act.


 






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ARTICLE VIII 


LEGENDS


 


Section 8.1       NO RESTRICTIVE
STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.


 


Section 8.2       INVESTOR'S
COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor's obligations hereunder to comply with all applicable
securities laws upon the sale of the Common Stock.


 


ARTICLE IX 


NOTICES; INDEMNIFICATION


 


Section 9.1      NOTICES.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery,
telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently by
written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or (ii) on the second business day following the date of mailing by
express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur.


 


The addresses for such communications shall be:


 


If to the Company, to:


 


Origin Agritech Limited


No. 21 Sheng Ming Yuan Road


Changping District, Beijing 102206


Peoples’ Republic of China


Attention: Dr. Gengchen Han and Mr. James Chen


 


Email: ghan@originseed.com.cn and zhenzhen.zhou@originseed.com.cn


If to the Investor:


 


Oasis Capital, LLC


208 Ponce de Leon Ave, Suite 1600


San Juan, Puerto Rico 00918


Email: investments@oasis-cap.com


Attention: Adam Long, Managing Partner


 


Either party hereto may from time to
time change its address or email for notices under this Section 9.1 by giving at least ten (10) days' prior written notice of such changed
address to the other party hereto.


 






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Section 9.2     INDEMNIFICATION.
Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers,
directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint
or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating
to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the
Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement
or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements
therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages
are incurred, except to the extent such Damages result primarily from the Indemnified Party's failure to perform any covenant or agreement
contained in this Agreement or the Indemnified Party's negligence, recklessness or bad faith in performing its obligations under this
Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party
to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged
omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party
by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto,
or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section 9.3      METHOD
OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted
and resolved as follows:


 


(a)      
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under
Section 9.2 is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate
thereof (a “Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all
papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such
failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending
thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below)
(the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability to the
Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified
Party against such Third Party Claim.


 






    	 	17	 



     


    

 


(i)      
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the
right to defend, with counsel reasonably satisfactory to all the Indemnified Parties, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Parties in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the
payment of monetary damages as to which the Indemnified Parties shall not be indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery
of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action
that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,
that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying
Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such
Third Party Claim.


 


(ii)      
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the
Indemnifying Party desires to defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice
but fails to prosecute in a reasonable manner and in good faith or settle the Third Party Claim, or if the Indemnifying Party fails to
give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and
expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the
Indemnified Party in a reasonable manner and in good faith or will be settled by the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof (subject to the foregoing consent requirement); provided, however, that if requested by
the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation
to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding
the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period
that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such
Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the
Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii)
or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the
Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation.
The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to
this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 






    	 	18	 



     


    

 


(iii)     
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the
Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect
to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is
not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action
as it deems appropriate.





 


(b)        In
the event any Indemnified Party should have a claim under Section 9 .2 against the Indemnifying Party that does not involve a Third
Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the
nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to
the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party
notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or
fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of
the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a
liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the
Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect
to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such
dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 






    	 	19	 



     


    

 


(c)      
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Third Party
Claim. In respect of any claim for indemnification, all the Indemnified Parties will be represented by one counsel of their selection,
unless they provide an opinion of counsel to the Indemnifying Party that the Indemnified Parties have defenses that are separate from
those of the other Indemnified Parties or the Indemnifying Party, in which case those persons with separate defenses shall be reimbursed
for separate counsel to the extent necessary.


 


(d)      
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE X 


MISCELLANEOUS


 


Section 10.1      GOVERNING
LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without
regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction of the
United States federal courts located in Manhattan, New York City, New York with respect to any dispute arising under the Transaction Documents
or the transactions contemplated thereby.


 


Section 10.2      JURY
TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 


Section 10.3      ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither
this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.


 


Section 10.4     NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section 9.3.


 


Section
10.5     TERMINATION. The Company may terminate this Agreement at any time by written notice to the
Investor, except during any Valuation Period. In addition, this Agreement shall automatically terminate on the earlier of (i) the
end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or
(iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning
of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian
is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the
benefit of its creditors; Upon any termination of this Agreement, the provisions of Article III, ,Section 5.2 (confidentiality
only), Article VI, Article IX and Article X (other than Section 10.15 shall survive the termination of this Agreement.


 






    	 	20	 



     


    

 


Section 10.6        ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company
and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section 10.7        FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees
(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes
and other taxes and duties levied in connection with the delivery of any Securities to the Investor. In addition, the Investor shall withhold
$15,000.00 of the Investment Amount of the first Put under this Agreement for reimbursement of Investor’s legal fees relating to
the preparation of this Agreement.


 


Section
10.8       COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be
executed by less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the
parties actually executing such counterparts and all of which together shall constitute one and the same instrument. This Agreement
may be delivered to the other parties hereto by email of a copy of this Agreement bearing the signature of the parties so delivering
this Agreement.


 


Section 10.9      SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any party.


 


Section 10.10    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 the 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.


 


Section 10.11      NO
STRICT 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.


 


Section
10.12     EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or
discharge any or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor.
The Company therefore agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.


 






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Section 10.13   TITLE
AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered
in construing or interpreting this Agreement.


 


Section 10.14     AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto, and no provision
of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought.
No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 


Section 10.15   PUBLICITY.
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect
to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other
than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide
the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the
name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges
that this Agreement and all or part of the Transaction Documents may be deemed to be “material contracts,” as that term is
defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports
or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents
and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.


 


[Signature Page Follows]


 






    	 	22	 



     


    

 


IN
WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.


 


	 	ORIGIN AGRITECH LIMITED
	 	 
	 	 
	 	By:	 /S/ Gengchen Han
	 	Name: Dr. Gengchen Han
	 	Title: Chairman of the Board and CEO
	 	 
	 	 
	 	OASIS CAPITAL, LLC
	 	 
	 	 
	 	By: 	/S/Adam Long
	 	Name: Adam Long
	 	Title: Managing Member


  


[Signature
Page to equity purchase agreement]