Exhibit
10.2


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2022, between Huadi International Group
Co., Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages
hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each
Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this
Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I

DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Additional
Shares” shall have the meaning ascribed to such term in Section 4.18.


 


“Additional
Shares Delivery Date” shall have the meaning ascribed to such term in Section 4.18.


 


“Additional
Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Additional Shares purchased hereunder
as specified in each such Purchaser’s Exercise Notice, in United States dollars and in immediately available funds.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Attribution
Parties” shall have the meaning ascribed to such term in Section 4.18.


 


“Beneficial
Ownership Limitation” shall have the meaning ascribed to such term in Section 4.18.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.


 


“Buy-in”
shall have the meaning ascribed to such term in Section 4.18.


 


“Cayman
Counsel” means Ogier, with offices located at 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009.


 






     


     


    

 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day
following the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Company
Counsel” means Ortoli Rosenstadt LLP, with offices located at 366 Madison Avenue, 3rd Floor, New York, NY 10017.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).


 


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


 


“Exempt
Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, provided,
however, such issuance shall not exceed 5% of the Ordinary Shares issued and outstanding as of the date hereof, (b) securities upon the
exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares issued and
outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in
connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued
as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of
any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equity holders
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 business of the Company 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.


 


“Exercise
Notice” shall have the meaning ascribed to such term in Section 4.18.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).


 


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


 


“Lock-Up
Agreements” means the written agreement, in the form of Exhibit A attached hereto, addressed to the Placement Agent
by each of the Company’s directors, officers, and shareholder(s) that beneficially owns 5% of more of the issued and outstanding
shares as of the date of this Agreement.


 






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“HTFL”
means Hunter Taubman Fischer & Li LLC with offices at 48 Wall Street, Suite 1100, New York, NY 10005.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).


 


“Ordinary
Shares” means the ordinary shares of the Company, par value US$0.0002 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, 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, Ordinary Shares.


 


“Per
Share Purchase Price” equals US$25.00 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, company, exempted
company, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Placement
Agent” means Univest Securities, LLC.


 


“Placement
Agency Agreement” means the placement agency agreement dated as November 7, 2022 by and between the Company and the Placement
Agent.


 


“PRC
Counsel” means Zhejiang Dongou Law Firm, with offices located at 4th Floor, Commercial Building, No. 7 Wanda Plaza, Longwan
District, Wenzhou, Zhejiang, People’s Republic of China, 325024


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the final prospectus filed for the Registration Statement.


 


“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the
Commission and delivered by the Company to each Purchaser at the Closing.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Registration
Statement” means the effective registration statement on Form F-3, as amended, with Commission file No. 333-265882 which registers
the sale of the Shares to the Purchasers.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 






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“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Ordinary Shares).


 


“Standard
Settlement Period” shall have the meaning ascribed to such term in Section 4.18.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such
Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States
dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof. The term shall also include variable interest entities consolidated in the Company’s financial
statements and subsidiaries of such variable interest entities.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or any successors to any of the foregoing.


 


“Transaction
Documents” means this Agreement, the Placement Agency Agreement, all exhibits and schedules thereto and hereto and any other
documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means VStock Transfer LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,
Woodmere, NY 11598, and any successor transfer agent of the Company.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable; (c) if the
Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on
the Pink Sheet Open Market published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Ordinary Shares so reported; or (d) in all other cases, the fair market value of one share of
Ordinary Shares as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Shares
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


1.2
Stock. For all purposes of this Agreement, references to “stock” shall be deemed to include references to shares,
and the terms “stockholder”, “capital stock”, “stock option plan” and other similar terms shall be
interpreted accordingly.


 






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ARTICLE
II

PURCHASE AND SALE


 


2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, up to an aggregate of US$25,000,000 of Shares. Each Purchaser’s Subscription Amount as set forth on the signature
page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement (“DVP”)
with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section
2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of HTFL or such other location,
or remotely, as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur
via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released
by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the
Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser and payment therefor shall be made by the
Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything to the contrary hereunder, to the extent
that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person
acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of 9.99%
of the number of Ordinary Shares outstanding immediately prior to giving effect to the issuance of the Shares on the Closing Date (“Beneficial
Ownership Maximum”), such Purchaser may elect to receive only the Beneficial Ownership Maximum at the Closing with the balance
of any share purchased hereunder, if any, held in abeyance for such Purchaser and issued immediately following the Closing provided in
no event shall such Purchaser’s beneficial ownership ever exceed the Beneficial Ownership Maximum.


 


2.2
Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following:


 


		(i)	this
                                            Agreement duly executed by the Company;



 


		(ii)	legal
                                            opinions of (x) Company Counsel with respect to U.S. laws and securities matters (including
                                            without limitation, a negative assurance letter or statement); (y) Cayman Counsel with respect
                                            to Cayman Islands laws; and (z) PRC Counsel with respect to PRC laws, each addressed to the
                                            Placement Agent and each of the Purchasers, and each in a form satisfactory to HTFL, the
                                            Placement Agent and each of the Purchasers.



 


		(iii)	on
                                            the date of this Agreement and on the Closing Date, comfort letters, addressed to the Placement
                                            Agent in form and substance reasonably satisfactory in all material respects to the Placement
                                            Agent and HTFL from each of TPS Thayer, LLC and Briggs & Veselka Co., as of each such
                                            date;



 


		(iv)	the
                                            Lock-Up Agreements;



 


		(v)	a
                                            duly executed and delivered Officers’ Certificate, CFO Certificate and Secretary Certificate,
                                            in customary form reasonably satisfactory to HTFL and the Placement Agent;



 


		(vi)	a
                                            copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent
                                            to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at
                                            Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription
                                            Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;
                                            and



 


		(vii)	the
                                            Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172
                                            under the Securities Act).



 


		(b)	On
                                            or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the
                                            Company the following:



 


		(i)	this
                                            Agreement duly executed by such Purchaser; and



 


		(ii)	such
                                            Purchaser’s Subscription Amount, which shall be made available for DVP settlement with
                                            the Company or its designee.



 






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2.3
Closing Conditions.


 


(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


		(i)	the
                                            accuracy in all material respects (or, to the extent representations or warranties are qualified
                                            by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations
                                            and warranties of the Purchasers contained herein (unless as of a specific date therein in
                                            which case they shall be accurate as of such date);



 


		(ii)	all
                                            obligations, covenants and agreements of each Purchaser required to be performed at or prior
                                            to the Closing Date shall have been performed; and



 


		(iii)	the
                                            delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.



 


(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:


 


		(i)	the
                                            accuracy in all material respects (or, to the extent representations or warranties are qualified
                                            by materiality or Material Adverse Effect, in all respects) when made and on the Closing
                                            Date of the representations and warranties of the Company contained herein (unless as of
                                            a specific date therein in which case they shall be accurate as of such date);



 


		(ii)	all
                                            obligations, covenants and agreements of the Company required to be performed at or prior
                                            to the Closing Date shall have been performed;



 


		(iii)	the
                                            delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;



 


		(iv)	there
                                            shall have been no Material Adverse Effect with respect to the Company since the date hereof;



 


		(v)	each
                                            of the Lock-Up Agreements shall remain in full force and effect; and



 


		(vi)	from
                                            the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended
                                            by the Commission or the Company’s principal Trading Market, and, at any time prior
                                            to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
                                            not have been suspended or limited, or minimum prices shall not have been established on
                                            securities whose trades are reported by such service, or on any Trading Market, nor shall
                                            a banking moratorium have been declared either by the United States or New York State authorities
                                            nor shall there have occurred any material outbreak or escalation of hostilities or other
                                            national or international calamity of such magnitude in its effect on, or any material adverse
                                            change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,
                                            makes it impracticable or inadvisable to purchase the Shares at the Closing.



 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:


 


(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company and their respective jurisdictions of formation are set
forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each
Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly
issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 






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(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in
any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except (i)
as limited by general equitable principles and applicable bankruptcy, insolvency, liquidation, possessory liens, rights of set off, merger,
consolidation, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally
as well as applicable international sanctions, (ii) as limited by laws relating to the statutory limitation of the time within which
proceedings may be brought or availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.


 


(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company or a Subsidiary is bound or affected; except in the case of clause (ii), such as could not have or reasonably be expected
to result in a Material Adverse Effect.


 


(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings
required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement and (iii) application(s)
to each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby (collectively,
the “Required Approvals”).


 






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(f)
Issuance of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company has reserved from its duly authorized unissued shares the maximum number of Ordinary Shares issuable pursuant to this Agreement.
The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became
effective on October 21, 2022 (the “Effective Date”), including the Prospectus, and such amendments and supplements
thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and
no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus
has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened
by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission
pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement
and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to
the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments
or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed
and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company is a foreign private issuer, as defined in Rule 405 of Regulation C under the
Securities Act and Rule 3b-4 under the Exchange Act. The Company was at the time of the filing of the Registration Statement eligible
to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements with respect
to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering,
as set forth in General Instruction I.B.5 of Form F-3 or is not subject to the General Instruction I.B.5 of Form F-3, but satisfies the
requirements of General Instruction I.B.1 of Form F-3, because the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Company is $75,000,000 or more.


 


(g)
Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule
3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the
date hereof. The Company has not issued any shares since 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 Ordinary Shares to employees
pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents
outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.
Except as set forth on Schedule 3.1(g), 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 Ordinary Shares or the capital stock of any Subsidiary, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary
Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any Subsidiary
to issue Ordinary Shares or other securities to any Person (other than the Purchasers) 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. Except as set forth on Schedule
3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar
provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may
become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except
for the Required Approvals, no further approval or authorization of any shareholder, the Board of Directors or others is required for
the issuance and sale of the Shares. There are no shareholders agreements, voting agreements or other similar agreements with respect
to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the
Company’s shareholders.


 






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(h)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and
the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable, and none of the SEC Reports, when filed (subject to amendments as may have been made), 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. Additionally, any further documents so filed and incorporated
by reference in the Prospectus and Prospectus Supplement, when such documents are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising
after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is
required to be filed with the Commission. The Company is not, and has never been an issuer subject to Rule 144(i) under the Securities
Act. As of their respective dates, the financial statements of the Company included in the SEC Reports complied in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time
of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. The agreements and documents described in the Registration Statement, the Prospectus, the Prospectus Supplement,
and the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the
Prospectus, the Prospectus Supplement or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement,
that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company
is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Prospectus, the
Prospectus Supplement or the SEC Reports, or (ii) is material to the Company’s business (each, a “Material Agreement”),
has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable
against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,
(y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and
(z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefore may be brought. No Material Agreement has been assigned by the
Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to
the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would
constitute a default thereunder that has had or that could reasonably be expected to result in a Material Adverse Effect. To the best
of the Company’s knowledge, performance by the Company of the material provisions of the Material Agreements will not result in
a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to
environmental laws and regulations. The other financial and statistical information included in the SEC Reports present fairly, in all
material respects, the information included therein and have been prepared on a basis consistent with that of the financial statements
that are included in the SEC Reports and the books and records of the respective entities presented therein.


 


(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development, including
changes generally affecting the Company’s or Subsidiaries’ industries, that has had or that could reasonably be expected
to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii)
the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for
the issuance of the Shares contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance,
occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed
by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed
at least one Trading Day prior to the date that this representation is made. Other than as set forth on Schedule 3.1(i), the Company
has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared
or paid any dividend or made any other distribution on or in respect of its capital stock.


 






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(j)
Litigation. Except as set forth on Schedule 3.1(j), there has not been, and to the knowledge of the Company, there is not
pending or contemplated, any action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an
“Action”). None of the Actions set forth on Schedule 3.1(j) (i) adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the Shares, (ii) could, if there were an unfavorable decision, have
or reasonably be expected to result in a Material Adverse Effect or (iii) are not expected to have a Material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge
of the Company, there is not pending or contemplated or threatened, any investigation by the Commission involving the Company or any
current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness
of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(l)
Compliance. Except as set forth on Schedule 3.1(l), neither the Company nor any Subsidiary: (i) is in default under or
in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default
by the Company or any Subsidiary thereunder), nor has the Company or any Subsidiary received notice of a claim that it is in default
under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) is in violation of
any judgment, decree or order of any court, arbitrator or other governmental authority; or (iii) is or has been in violation of any statute,
rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws
relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating
to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received
all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations, approvals, orders, licenses and
permits issued by the appropriate federal, state, local or foreign regulatory authorities, except where the failure to possess such permits
could not reasonably be expected to result in a Material Adverse Effect (each, a “Material Permit”), and neither the
Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.
The disclosures in the Registration Statement concerning the effects of federal, state, local and all foreign regulation on the Company’s
business as currently contemplated are correct in all material respects.


 


(o)
Title to Assets. Except as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title
in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material
to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor
in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held
under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance in all material respects.


 


(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Schedule
3.1(p) sets forth all of the Intellectual Property Rights that the Company and its Subsidiaries own or have the rights to use. Neither
the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports,
a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights
of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company,
all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(q)
Insurance. As of the date hereof, the Company and the Subsidiaries do not have any business liability or disruption insurance
to cover their main assets and business.


 


(r) Transactions
With Affiliates and Employees. During each of the fiscal years ended September 30, 2022, and September 30, 2021,  except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to
the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or
such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of US$120,000 other than for
(i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company
and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.


 






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(s)
Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company and the Subsidiaries have established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and
designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of
the Company and the Subsidiaries as of the end of the period covered by the most recently filed annual report under the Exchange Act
(such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations
as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as
such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely
to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


 


(t)
Certain Fees. Other than the compensation payable to the Placement Agent pursuant to the terms of the Placement Agency Agreement
and as set forth in the Prospectus Supplement relating to the placement of the Shares, no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(u)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.


 


(v)
Registration Rights. Except as described in the Registration Statement and the Prospectus, no Person has any right to cause the
Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


(w)
Listing and Maintenance Requirements. The Ordinary Shares are 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 Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as set forth on Schedule 3.1(w), the Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in
compliance with the listing or maintenance requirements of such Trading Market. The Ordinary Shares are currently eligible for electronic
transfer through the Depository Trust Company, or another established clearing corporation and the Company is current in payment of the
fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.


 


(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company
fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of
the Company’s issuance of the Shares and the Purchasers’ ownership of the Shares.


 






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(y)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or
counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers
regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have
not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts
or other documents required to be described in the Preliminary Prospectus or Prospectus, or to be filed as exhibits or schedules to the
Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during the
twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made and when made, not misleading. The statistical and market-related data included in the Prospectus and Prospectus
Supplement, if any, are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate
or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. The Company has obtained
all consents required for the inclusion of such statistical and market-related data in the Prospectus and Prospectus Supplement. No forward-looking
statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Prospectus or
Prospectus Supplement has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Company
acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.2 hereof.


 


(z)
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, or (ii) any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated.


 


(aa)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Shares hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. For the avoidance of doubt, such reorganization does not include the
Company’s mergers, acquisitions or other strategic transactions which are not for the primary purpose of avoiding bankruptcy. Schedule
3.1(aa) sets forth as of September 30, 2022 all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for
which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x)
any liabilities for borrowed money or amounts owed in excess of US$50,000 (other than trade accounts payable incurred in the ordinary
course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether
or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z)
the present value of any lease payments in excess of US$50,000 due under leases required to be capitalized in accordance with GAAP. Except
as otherwise noted in Schedule 3.1(aa), neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 






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(bb)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration
Statement, Prospectus and Prospectus Supplement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all
periods to and including the dates of such consolidated financial statements. The term “taxes” mean all federal, state, local,
foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,
service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties
or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and any penalties, additions to tax,
or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and
other documents required to be filed in respect to taxes.


 


(cc)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA. The Company
has taken commercially reasonable steps to ensure that its accounting controls and procedures are designed to cause the Company to comply
in all material respects with the FCPA.


 


(dd)
Accountants. The Company’s independent registered public accounting firm is TPS Thayer, LLC, which is a registered public
accounting firms as required by the Exchange Act. To the knowledge and belief of the Company, TPS Thayer, LLC shall express its opinion
with respect to the financial statements to be included in the Company’s Annual Report on Form 20-F for the fiscal year ended September
30, 2022.


 


(ee)
Acknowledgment Regarding Purchasers’ Purchase of Shares. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or
any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.


 


(ff)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been
asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term;
(ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to
which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares,
and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any
“derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in
hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could
reduce the value of the existing shareholders’ equity interests in the Company at and after the time that the hedging activities
are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction
Documents.


 






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(gg)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of
the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of
the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection
with the placement of the Shares.


 


(hh)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the
Ordinary Shares 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 Company
policy or practice 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.


 


(ii)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(jj)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


(kk)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (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.


 


(ll)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.


 


(mm)
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires most recently completed
by each of the Company’s directors and officers is true and correct in all respects and the Company has not become aware of any
information which would cause the information disclosed in such questionnaires become inaccurate and incorrect.


 


(nn)
FINRA Affiliation. No officer, director or any beneficial owner of 10% or more of the Company’s Ordinary Shares or Ordinary
Share Equivalents has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with the rules
and regulations of FINRA) that is participating in the Offering. Except for securities purchased on the open market, no Company Affiliate
is an owner of stock or other securities of any member of FINRA. No Company Affiliate has made a subordinated loan to any member of FINRA.
No proceeds from the sale of the Shares (excluding compensation as disclosed in the Prospectus Supplement to the Placement Agent) will
be paid to any FINRA member, any persons associated with a FINRA member or an affiliate of a FINRA member. Except as disclosed in the
Registration Statement, Prospectus and Prospectus Supplement and except for securities issued to the Placement Agent as disclosed in
the Prospectus Supplement, no person to whom securities of the Company have been privately issued within the 180-day period prior to
the initial filing date of the Prospectus Supplement is a FINRA member, is a person associated with a FINRA member or is an affiliate
of a FINRA member. No FINRA member participating in the offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” exists when a FINRA member, the parent or affiliate of a FINRA member or any person associated with a FINRA member
in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of
the Company’s preferred equity. “FINRA member participating in the offering” includes any associated person of a FINRA
member that is participating in the offering, any member of such associated person’s immediate family and any affiliate of a FINRA
member that is participating in the offering. “Any person associated with a FINRA member” means (1) a natural person who
is registered or has applied for registration under the rules of FINRA and (2) a sole proprietor, partner, officer, director, or branch
manager of a FINRA member, or other natural person occupying a similar status or performing similar functions, or a natural person engaged
in the investment banking or securities business who is directly or indirectly controlling or controlled by a FINRA member. When used
in this Section 3.1(nn) the term “affiliate of a FINRA member” or “affiliated with a FINRA member” means an entity
that controls, is controlled by or is under common control with a FINRA member. The Company will advise the Placement Agent and HTFL
if it learns that any officer, director or owner of 10% or more of the Company’s outstanding Ordinary Shares or Ordinary Share
Equivalents is or becomes an affiliate or associated person of a FINRA member firm.


 






    15


     


    

 


(oo)
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Purchasers
shall be deemed a representation and warranty by the Company to the Purchasers as to the matters covered thereby.


 


(pp)
Board of Directors. The qualifications of the persons serving as board members and the overall composition of the Board of Directors
comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading
Market. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority
of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.


 


(qq)
ERISA. The Company is not a party to an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), which: (i) is subject to any provision of ERISA and (ii) is or was at
any time maintained, administered or contributed to by the Company or any of its ERISA Affiliates (as defined hereafter). These plans
are referred to collectively herein as the “Employee Plans.” An “ERISA Affiliate” of any person or entity
means any other person or entity which, together with that person or entity, could be treated as a single employer under Section 414(b),
(c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”). Each Employee Plan has been maintained
in material compliance with its terms and the requirements of applicable law. No Employee Plan is subject to Title IV of ERISA. The Registration
Statement, Prospectus and the Prospectus Supplement identify each employment, severance or other similar agreement, arrangement or policy
and each material plan or arrangement required to be disclosed pursuant to the Rules and Regulations providing for insurance coverage
(including any self-insured arrangements), workers’ compensation, disability benefits, severance benefits, supplemental unemployment
benefits, vacation benefits or retirement benefits, or deferred compensation, profit-sharing, bonuses, stock options, stock appreciation
rights or other forms of incentive compensation, or post-retirement insurance, compensation or benefits, which: (i) is not an Employee
Plan; (ii) is entered into, maintained or contributed to, as the case may be, by the Company or any of its ERISA Affiliates; and (iii)
covers any officer or director or former officer or director of the Company or any of its ERISA Affiliates. These agreements, arrangements,
policies or plans are referred to collectively as “Benefit Arrangements.” Each Benefit Arrangement has been maintained
in material compliance with its terms and with the requirements of applicable law. There is no liability in respect of post-retirement
health and medical benefits for retired employees of the Company or any of its ERISA Affiliates, other than medical benefits required
to be continued under applicable law. No “prohibited transaction” (as defined in either Section 406 of ERISA or Section 4975
of the Code) has occurred with respect to any Employee Plan; and each Employee Plan that is intended to be qualified under Section 401(a)
of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which could cause the loss of such qualification.


 


(rr)
No Immunity. None of the Company or its Subsidiaries or any of their respective properties, assets or revenues has any right of
immunity, under the laws of the Cayman Islands, the People’s Republic of China or the State of New York, from any legal action,
suit or proceeding, the giving of any relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction
of any Cayman Islands, People’s Republic of China, New York or United States federal court, service of process, attachment upon
or prior to judgment, or attachment in aid of execution of judgment, or 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 the Transaction Documents; and, to the extent that
the Company or any of its Subsidiaries or any of their respective 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, each of the Company and its Subsidiaries
waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Agreement.


 






    16


     


    

 


(ss)
Lock-Up Agreements. Each of the Company’s directors, officers and shareholders beneficially owns 5% of more of the issued
and outstanding shares as of the date of this Agreement has signed a Lock-Up Agreement, addressed to the Placement Agent.


 


(tt)
Registration Eligibility. The Company is eligible to register the issuance of the Shares by the Company using Form F-3 promulgated
under the Securities Act.


 


(uu)
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 shareholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement), shareholder rights plan or other similar anti-takeover provision under
the Articles of Association, Memorandum of Association or other organizational documents or the laws of the jurisdiction of its incorporation
or otherwise which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including,
without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Shares. The Company and its
board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement
relating to accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.


 


(vv)
Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form
20-F, 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 20-F, 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, 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 3.1(vv), “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.


 


(ww)
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 F-1 filed with
the SEC relating to an issuance and sale by the Company of its Ordinary Shares and which has not been publicly announced, (ii) could
have a material adverse effect on any Purchaser’s investment hereunder or (iii) could have a Material Adverse Effect.


 






    17


     


    

 


(xx)
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.


 


(yy)
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 Shares, (ii) sold,
bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares (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.


(zz)
Transfer Taxes. On the Closing Date, all share 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 Shares to be sold to each Purchaser 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.


 


(aaa)
Management. 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 shareholder 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;


 


(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;


 






    18


     


    

 


(v)
a finding by a court of competent jurisdiction in a civil action or by the Commission 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.


 


(bbb)
No Disagreements with Accountants and Lawyers. 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 Commission. 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.


 


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


 


(ddd)
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.


 


(eee)
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.


 


3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case
they shall be accurate as of such date):


 


(a)
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which
it is a party and performance by such Purchaser of the transactions contemplated by the Transaction Documents to which it is a party
have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered
by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.


 


(b)
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions
contemplated hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or
assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental
agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually
or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser
is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.


 


(c)
Purchaser Status. At the time such Purchaser was offered the Shares, it was, and as of the date of this Agreement it is, an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 






    19


     


    

 


(d)
Understandings or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account for the purpose of investment
and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such
Shares (this representation and warranty not limiting such Purchaser’s right to sell the Shares pursuant to the Registration Statement
or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the
ordinary course of its business.


 


(e)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(f)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Prospectus, Prospectus Supplement, Transaction
Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions
as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the
offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial
condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;
and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and
agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or
advice with respect to the Shares nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate
has made or makes any representation as to the Company or the quality of the Shares and the Placement Agent and any Affiliate may have
acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with
the issuance of the Shares to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor
or fiduciary to such Purchaser.


 


(g)
Information. The Purchaser and its advisors, if any, have had the opportunity to ask questions of management of the Company and
its Subsidiaries and have been furnished with all information relating to the business, finances and operations of the Company and information
relating to the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Neither such inquiries nor any
other due diligence investigation conducted by the Purchaser or any of its advisors or representatives shall modify, amend or affect
the Purchaser’s right to rely on the representations and warranties of the Company contained herein. The Purchaser understands
that its investment in the Shares involves a significant degree of risk. The Purchaser further represents to the Company that the Purchaser’s
decision to enter into this Agreement has been based solely on the independent evaluation of the Purchaser and its representatives.


 


(h)
Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Shares.


 


(i)
Residency. The Purchaser is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature
pages hereto.


 


(j)
No General Solicitation. The Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television
or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications.


 


(k)
Brokers. Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable
by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity
with respect to the transactions contemplated by this Agreement.


 


(l)
Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant
to this Agreement, and such Purchaser confirms that it has not relied on the advice of any other person’s business and/or legal
counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on
behalf of the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such
Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of the Shares.


 






    20


     


    

 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.


 


ARTICLE
IV

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Legends. The Shares shall be issued free of legends.


 


4.2
Furnishing of Information. Until the time that no Purchaser owns Shares, the Company covenants to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares under the Securities Act
or for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing
of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.4
Securities Laws Disclosure; Publicity. The Company shall (a) on or prior to 9:00 a.m. (New York City time) on November 7, 2022,
issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Report of Foreign Private
Issuer on Form 6-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange
Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed
all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate.
The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without
the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,
with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement
or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name
of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such
Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission
and (b) to the extent such disclosure is required by law or Trading Market or FINRA regulations, in which case the Company shall provide
the Purchasers with prior notice of such disclosure permitted under this clause (b).


 


4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Shares under
the Transaction Documents or under any other agreement between the Company and the Purchasers.


 






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4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information
and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be
relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its
Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information
to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any
duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or
Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report
of Foreign Private Issuer on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.


 


4.7
Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale
of the Shares hereunder for working capital and capital expenditure purposes and shall not use such proceeds: (a) for the satisfaction
of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business
and prior practices); (b) for the redemption of any Ordinary Shares or Ordinary Share Equivalents; (c) for the settlement of any outstanding
litigation; or (d) in violation of FCPA or OFAC regulations.


 


4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify (to the fullest extent
permitted by applicable law) and hold each Purchaser and its directors, officers, shareholders, members, managers, partners, employees
and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with
a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling
persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,
damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted
against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is
not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such
action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser
Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute
fraud, gross negligence or willful misconduct), the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’
fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained
in the Registration Statement, the Prospectus, the Prospectus Supplement and/or any registration statement, any prospectus or any form
of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the
Prospectus, the Prospectus Supplement, any prospectus or supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information
regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder
in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant
to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume
the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the
right to employ one separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized
by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel
or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position
of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses
of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach
of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction
Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in
addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company
may be subject to pursuant to law; provided, however, that no Purchaser shall be entitled to any double recovery of damages as a result
of the exercise of any other such right.


 






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4.9
Reservation of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and
keep available at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company
to issue Shares pursuant to this Agreement.


 


4.10
Listing of Ordinary Shares. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary
Shares on the Trading Market on which it is currently listed, and prior to the Closing, the Company shall have applied to list or quote
all of the Shares on such Trading Market and concurrently with the Closing, the Company shall have not received any information indicating
that the listing of such Shares is or will be rejected. The Company will then take all action reasonably necessary to continue the listing
and trading of its Ordinary Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and
other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares
for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,
by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic
transfer.


 


4.11
Subsequent Equity Sales.


 


(a)
Without the consent of the investors, from the date hereof until one hundred and twenty (120) days after the Closing Date (“Standstill
Period”), neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or
proposed issuance of any Ordinary Shares or Ordinary Share Equivalents or file any registration statement, or amendment or supplement
thereto, with the Commission, other than a prospectus filed with the Commission pursuant to Rule 424(b) in connection with this offering.


 


(b)
From the date hereof until one hundred and eighty (180) days after the Closing Period, the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Share Equivalents
(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price
that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance
of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or
indirectly related to the business of the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit or at-the-market offering facility, whereby the Company
may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to
preclude any such issuance, which remedy shall be in addition to any right to collect damages.


 


(c)
Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction
shall be an Exempt Issuance.


 






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4.12
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Shares or otherwise.


 


4.13
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at
such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as
described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described
in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included
in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary,
the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will
not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted
or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the
Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.


 


4.14
Capital Changes. Until the one (1) year anniversary of the Closing Date, the Company shall not undertake a reverse or forward
stock split or reclassification of the Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest
of the Shares, unless a reverse split is required to maintain compliance with the minimum bid price requirements of the Trading Market.


 


4.15
Lock-Up. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend
the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any officer
or director that is a party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its
best efforts to seek specific performance of the terms of such Lock-Up Agreement.


 


4.16
Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution
of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement
Period”), such Purchaser sells to any Person all, or any portion, of any Ordinary Shares to be issued hereunder to such Purchaser
at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without
any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company
shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company
shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price
of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall
not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall
sell any Ordinary Shares to any Person and that any such decision to sell any Ordinary Shares by such Purchaser shall solely be made
at the time such Purchaser elects to effect any such sale, if any.


 






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4.17
Participation in Future Financing.


 


(a)
For a period of one hundred and twenty (120) days after the Closing Date, upon any issuance by the Company or any of its Subsidiaries
of Ordinary Shares or Ordinary Share Equivalents for cash consideration, or a combination of units thereof (a “Subsequent Financing”),
the Purchasers shall have the right to participate in the Subsequent Financing up to an amount equal to 250% of each such Subsequent
Financing (the “Participation Maximum”) on the same terms, conditions and price of such Subsequent Financing.


 


(b)
At least five (5) Trading Days prior to the closing of a Subsequent Financing, the Company shall deliver to each Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon
the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly,
but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing
Notice shall describe the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent
Financing is proposed to be effected and shall include a term sheet or similar document with definitive terms for such Subsequent Financing
as an attachment.


 


(c)
Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30
p.m. (New York City time) on the 5th Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing
to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and that the Purchaser has such funds
ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice
from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate.


 


(d)
If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice,
notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate)
is, in the aggregate, less than the Participation Maximum of the Subsequent Financing, then the Company may effect the remaining portion
of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


(e)
If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice,
the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of
the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation
Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing
Date by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate Subscription Amounts of Securities purchased
on the Closing Date by all Purchasers participating under this Section 4.17.


 


(f)
The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation
set forth above in this Section 4.17, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within twenty (20) Trading Days after the date of the initial
Subsequent Financing Notice.


 


(g)
The Company and each Purchaser agree that, if any Purchaser elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude
one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser
shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to
any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the
prior written consent of such Purchaser. In addition, the Company and each Purchaser agree that, in connection with a Subsequent Financing,
the transaction documents related to the Subsequent Financing shall include a requirement for the Company to issue a widely disseminated
press release by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing
(or, if the date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the
transactions contemplated by the transaction documents in such Subsequent Financing. Notwithstanding anything to the contrary in this
Section 4.17 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the
transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities
in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public
information, by the sixth (6th) Trading Day following delivery of the Subsequent Financing Notice. If by such sixth (6th) Trading Day,
no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment
of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall
not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.


 


(h)
Notwithstanding the foregoing, this Section 4.17 shall not apply to an Exempt Issuance.


 






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4.18
Right to Purchase Additional Shares.


 


(a)
Exercise of Right to Purchase Additional Shares. For a period of one ninety (90) days after the Closing Date, or for an additional
thirty (30) days thereafter at the election of the Company, each Purchaser shall have the right to purchase additional Ordinary Shares
(the “Additional Shares”) in an aggregate amount equal to up to 250% of the Shares issued or issuable to each Purchaser
pursuant to this Agreement, on the same terms, conditions and price at the purchase of the Shares (the “Right to Purchase Additional
Shares”). Exercise of the Right to Purchase Additional Shares may be made, in whole or in part, by delivery to the Company
of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit
B (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined in Section 4.18(b) below) following the date of exercise as aforesaid, each Purchaser’s
Additional Subscription Amount shall be made available for DVP settlement with the Company or its designee. No ink-original Notice of
Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise
be required. Partial exercise of the Right to Purchase Additional Shares resulting in purchases of a portion of the total number of Additional
Shares available hereunder shall have the effect of lowering the outstanding number of Additional Shares purchasable hereunder in an
amount equal to the applicable number of Additional Shares purchased. Each Purchaser and the Company shall maintain records showing the
number of Additional Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1) Business Day of receipt of such notice.


 


(b)
Delivery of Additional Shares Upon Exercise. The Company shall cause the Additional Shares purchased hereunder to be transmitted
by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s or its designee’s balance account with
The Depository Trust Company through DWAC if the Company is then a participant in such system by the date that is the earliest of (i)
two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate
Additional Subscription Amount to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the
delivery to the Company of the Notice of Exercise (such date, the “Additional Shares Delivery Date”). Upon delivery
of the Notice of Exercise, each Purchaser shall be deemed for all corporate purposes to have become the holder of record of the Additional
Shares with respect to which the Right to Purchase Additional Shares has been exercised, irrespective of the date of delivery of the
Additional Shares, provided that payment of the aggregate Additional Subscription Amount is received within the earlier of (i) two (2)
Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise.
If the Company fails for any reason to deliver to each Purchaser the Additional Shares subject to a Notice of Exercise by the Additional
Shares Delivery Date, the Company shall pay to each Purchaser, in cash, as liquidated damages and not as a penalty, for each $1,000 of
Additional Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Additional Shares Delivery Date) for each Trading
Day after such Additional Shares Delivery Date until such Additional Shares are delivered or the Purchaser rescinds such exercise. The
Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the Right to Purchase Additional Shares
remains exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed
in a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date
of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior
to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of this Agreement,
the Company agrees to deliver the Additional Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and
it shall be considered the Additional Shares Delivery Date for purposes hereunder, provided that payment of the Additional Subscription
Amount is received by such Additional Shares Delivery Date.


 


(c)
Compensation for Buy-In on Failure to Timely Deliver Additional Shares Upon Exercise. In addition to any other rights available
to each Purchaser, if the Company fails to cause the Transfer Agent to transmit to each Purchaser the Additional Shares in accordance
with the provisions of Section 4.18(b) above pursuant to an exercise on or before the Additional Shares Delivery Date, and if after such
date a Purchaser is required by its broker to purchase (in an open market transaction or otherwise) or such Purchaser’s brokerage
firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by such Purchaser of the Additional Shares which the Purchaser
anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to such Purchaser the
amount, if any, by which (x) such Purchaser’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares
so purchased exceeds (y) the amount obtained by multiplying (1) the number of Additional Shares that the Company was required to deliver
to Purchaser in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of such Purchaser, either reinstate the equivalent number of Additional Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Purchaser the number of Ordinary Shares that
would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if a Purchaser
purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary
Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Purchaser $1,000. Each Purchaser shall provide the Company written notice indicating
the amounts payable to such Purchaser in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a Purchaser’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
Ordinary Shares upon exercise of Right to Purchase Additional Shares as required pursuant to the terms hereof.


 






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(d)
Charges, Taxes and Expenses. Issuance of Additional Shares shall be made without charge to each Purchaser for any issue or transfer
tax or other incidental expense in respect of the issuance of such Additional Shares, all of which taxes and expenses shall be paid by
the Company, and such Additional Shares shall be issued in the name of each Purchaser or in such name or names as may be directed by
the Purchaser. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees
to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic
delivery of the Additional Shares.


 


(e)
Purchaser’s Exercise Limitations. The Company shall not effect any exercise of the a Purchaser’s rights under this
Section 4.18, and a Purchaser shall not have the right to partially or fully exercise its rights under this Section 4.18 to the extent
that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Purchaser (together
with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by a Purchaser and its Affiliates
and Attribution Parties shall include the number of Ordinary Shares issuable upon exercise the Right to Purchase Additional Shares with
respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise
of the remaining, nonexercised portion of the Right to Purchase Additional Shares beneficially owned by the Purchaser or any of its Affiliates
or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to
the limitation contained herein beneficially owned by the Purchaser or any of its Affiliates or Attribution Parties. Except as set forth
in the preceding sentence, for purposes of this 4.18(e), beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by each Purchaser that the Company is not
representing to a Purchaser that such calculation is in compliance with Section 13(d) of the Exchange Act and the Purchaser is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section
4.18(e) applies, the determination of whether the Right to Purchase Additional Shares is exercisable (in relation to other securities
owned by the Purchaser together with any Affiliates and Attribution Parties) and of which portion of the Right to Purchase Additional
Shares is exercisable shall be in the sole discretion of the Purchaser, and the submission of a Notice of Exercise shall be deemed to
be the Purchaser’s determination of whether the Right to Purchase Additional Shares is exercisable (in relation to other securities
owned by the Purchaser together with any Affiliates and Attribution Parties) and of which portion of the Right to Purchase Additional
Shares is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section
4.18(e), in determining the number of outstanding Ordinary Shares, a Purchaser may rely on the number of outstanding Ordinary Shares
as reflected in (A) the Company’s most recent annual report filed with the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary
Shares outstanding. Upon the written or oral request of a Purchaser, the Company shall within one Trading Day confirm orally and in writing
to the Purchaser the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company by the Purchaser or its Affiliates or Attribution Parties
since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable
upon exercise of the Right to Purchase Additional Shares. A Purchaser, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 4.18(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of the
Right to Purchase Additional Shares by the Purchaser and the provisions of this Section 4.18(e) shall continue to apply. Any increase
in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4.18(e)
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor Purchaser.


 






    27


     


    

 


ARTICLE
V

MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such
termination will affect the right of any party to sue for any breach by any other party (or parties).


 


5.2
Fees and Expenses. At the Closing, the Company has agreed to reimburse the Placement Agent for all reasonable travel and other
out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate
of $125,000. At the Closing, the Company has also agreed to reimburse the Purchasers for the fees, costs and expenses of their legal
counsel, in an amount not to exceed $20,000. Except as expressly set forth in the Transaction Documents to the contrary, each party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and
any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares
to the Purchasers.


 


5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus
Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.


 


5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto at or prior to 4:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 4:30 p.m. (New York City time) on any Trading Day, (c)
the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes,
or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Report of Foreign Private Issuer on Form 6-K.


 






    28


     


    

 


5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on
the initial Subscription Amounts hereunder (or prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by
the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately
and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)
shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser
relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected
Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Shares and the
Company.


 


5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred
Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8
No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of
the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8, this Section 5.8 and/or the Placement Agency Agreement.


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding. The Company hereby appoints Cogency Global Inc. as its agent for service of
process in New York. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law
and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except
for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application
of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company or any
of their respective properties, assets or revenues does not have any right of immunity under Cayman Islands or New York law, from any
legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim,
from the jurisdiction of any Cayman Islands and 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.


 






    29


     


    

 


5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file or other electronic medium recognized as an electronic signature under
applicable law, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile, “.pdf” signature page or other electronic signature were
an original thereof.


 


5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights.


 


5.14
Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement Shares and provide such indemnity
as may be required and determined under the Company’s policy as set by the Board of Directors.


 


5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.


 


5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.


 






    30


     


    

 


5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to
communicate with the Company through HTFL. HTFL does not represent any of the Purchasers and only represents the Placement Agent. The
Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not
because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained
in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company
and the Purchasers collectively and not between and among the Purchasers.


 


5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


5.20
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the date of
this Agreement.


 


5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


[Signature
Pages Follow]


 




    31


     


    


 


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.


 


	Huadi International
    Group Co. Ltd.
	 
	By: 	 	 
	 	Name:	Huisen Wang	 
	 	Title: 	Chief Executive Officer	 


 


Address
for notice:


Huadi
International Group Co., Ltd.


No.
1688 Tianzhong Street, Longwan District


Wenzhou,
Zhejiang Province


People’s
Republic of China 325025


Attention:
Huisen Wang, Chief Executive Officer & Chairman of the Board


Email:
huadi@huadigroup.com


 


With
a copy to:


 


Ortoli
Rosenstadt LLP


366
Madison Avenue, Third Floor


New
York, NY 10017


Attention:
Mengyi “Jason” Ye, Esq.


Email:
jye@orllp.legal


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




     


     


    


 


[PURCHASER
SIGNATURE PAGES TO THE SECURITIES PURCHASE AGREEMENT]


 


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


 


Name
of Purchaser: ________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: _________________________________


 


Name
of Authorized Signatory: _______________________________________________


 


Title
of Authorized Signatory: ________________________________________________


 


Email
Address of Authorized Signatory: _________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


Address
for Notice to Purchaser:


 


DWAC
for Shares:


 


Subscription
Amount: US$_________________


 


Shares:
_________________


 


EIN
Number: _______________________


 


☐
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to
purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the
Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)
the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated
by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any
agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be
an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or
the like or purchase price (as applicable) to such other party on the Closing Date.


 




     


     


    


 


EXHIBIT
A


 









Form
of Lock-Up Agreement 


 


[Attached
to Placement Agency Agreement]


 




     


     


    


 


EXHIBIT
B


 


Notice
of Exercise


 


NOTICE
OF EXERCISE


 


To:
[_______________________


 


(1)
The undersigned hereby elects to purchase ________ Additional Shares of the Company pursuant to the terms of Section 4.18 of the Securities
Purchase Agreement and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. Payment
shall take the form of [ ] in lawful money of the United States; or


 


(2)
Please issue said Additional Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


 


The
Additional shall be delivered to the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF PURCHASER]


 


Name
of Investing Entity: ________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity: _________________________________________________


Name
of Authorized Signatory: ___________________________________________________________________


Title
of Authorized Signatory: ____________________________________________________________________


Date:
________________________________________________________________________________________


 






     


     


    

 


DISCLOSURE
SCHEDULES TO THE

SECURITIES PURCHASE AGREEMENT


 


by
and among


 


Huadi
International Group Co., Ltd.


 


And
Purchasers


 


 


 


 


 


 




     


     


    


 


Schedule
3.1(a) Subsidiaries


 


	Subsidiaries	 	Jurisdiction
    of Incorporation
	Yongqiang Tuoxing
    Limited	 	British Virgin Islands
	Hong Kong Beach Limited	 	Hong Kong SAR
	Wenzhou Hongshun Stainless Limited	 	People’s Republic of China
	Huadi Steel Group Limited	 	People’s Republic of China



 






     


     


    

 


Schedule
3.1(g) Capitalization


 


As
of November 7, 2022, the Company is authorized to issue 250,000,000 ordinary shares, $0.0002 par value per share, of which 13,239,182
ordinary shares are issued and outstanding including 10,002,000 ordinary shares held by affiliates and 3,237,182 held by non-affiliates.

 




     


     


    


 


Schedule
3.1(i)


 


Material
Changes; Undisclosed Events, Liabilities or Developments


 


None.


 




     


     


    


 


Schedule
3.1(j) Litigation


 


We
had been subject to legal proceedings in the past, but have since resolved these. From time to time, we may become involved in various
legal or administrate proceedings that may arise in the ordinary course of business. Litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise. Except for those set below, as of November 7, 2022, there is no legal proceeding
pending or threatened against to which we are a party of.

 


On
October 28, 2019, Tangshan Sanyou Chemical Co., Ltd. filed a complaint with the Caofeidian District People’s Court in Tangshan,
Hebei Province, demanding that Huadi Steel Group Limited (“Huadi Steel”) compensate the plaintiff for economic loss
of RMB 1,233,388.37 and bear the litigation costs of the case. On July 10, 2018, the plaintiff and Huadi Steel signed a high vacuum seawater
pipeline procedural stainless steel pipeline procurement contract (contract number: SYGF-GY-GC-18072), pursuant to which the plaintiff
would purchase a total of nine types of stainless seamless steel pipes from Huadi Steel, to be used for high vacuum seawater projects.
The above-mentioned steel pipes were alleged to be continuously and completely leaking within half year of use. The plaintiff claimed
that this batch of steel pipes sold by Huadi Steel did not meet the conditions for safe use and constituted a breach of contract, alleging
a loss of RMB 21,288. The plaintiff submitted that it spent an additional RMB 1,212,100 to purchase steel pipes as replacement, totaling
the alleged loss of RMB 1,233,388. Huadi Steel agreed to pay the plaintiff for settle the case for RMB 631,791 on August 13, 2022. On
the same day, Caofeidian District People’s Court dismissed the case based on the settlement.

 




     


     


    


 


Schedule
3.1(l) Compliance


None.


 




     


     


    


 


Schedule
3.1(o) Title to Assets


None.


 




     


     


    


 


Schedule
3.1(p) Intellectual Property


Trademark


 


As
of November 7, 2022, we have the right to use the following trademarks:


 


	No.	 	Registrant	 	Trademark	 	Registration

    Number	 	Valid

    Through	 	Application
    Area	 	Jurisdiction
    of Registration
	1	 	Huadi Steel	 		 	1091403	 	August 27, 2027	 	Metal Sheet and Plate,
    Metal Door Panel, Metal Binding Strap, Metal Flange, Metal Signboard, Metal Electrode	 	PRC
	2	 	Huadi Steel	 		 	853741	 	December 17, 2024	 	Steel tubes, steel
    plates, metal valves (non-machine parts), crash barriers of metal for roads, steel wire, ferrules of metal, small items of metal
    hardware, flanges of metal, junctions of metal for pipes, buckles of common metal	 	United States
	3	 	Huadi Steel	 		 	4138907	 	January 27, 2029	 	Steel tubes, steel
    plates, metal valves (non-machine parts), crash barriers of metal for roads, steel wire, ferrules of metal, small items of metal
    hardware, flanges of metal, junctions of metal for pipes, buckles of common metal	 	PRC



 






     


     


    

 


	4	 	Huadi
    Steel	 		 	1495281	 	December
    20, 2030	 	Adjustment
    and safety accessories for tap equipment, bathroom hand dryer, automatic watering device, water tank level control valve, Drainage
    pipe equipment, floor drain, bath fixtures steel pipes; Metal pipe joints;	 	PRC
	5	 	Huadi Steel	 		 	4966620	 	February 13 2029	 	Metal
    water pipes; Metal drain pipe; Metal pipe; Metal pipe clamp; Metal pipes; Metal pipe fittings.	 	PRC
	6	 	Huadi Steel	 		 	5690716	 	December 27 2029	 	Polishing;
    Welding; Dyeing; Paper handling; Ceramic firing; Leather processing; Waste and garbage recovery; Energy production; Chemical processing
    and treatment.	 	PRC
	7	 	Huadi Steel	 		 	3371731	 	March 13, 2024	 	Steel pipe; steel
    plate; metal valve (non-machine parts); highway anti-collision metal fence; steel wire; metal ring; hardware; metal flange; metal
    pipe joint; ordinary metal buckle	 	PRC
	8	 	Huadi Steel	 		 	6110349	 	December 13 2029	 	Keywords
    steel template; wire metal pole; steel wire; gasket (filler); metal head; metal wire; metal mooring buoy; metal ore; metal tablet;
    metal coin box;	 	PRC



 


 






     


     


    

 


	9	 	Huadi
    Steel	 		 	33766210	 	December
    27 2029	 	Steel
    plate; steel pipe; movable metal ladder for passenger boarding; metal track; steel wire; metal joint for non electrical cable; metal
    gasket; metal hinge; hardware; metal lock (non electric); electronic safe; metal flange; metal packaging container; metal signboard;
    metal cage; metal welding wire; metal mooring buoy; metal identification bracelet; metal wind vane; Keywords metal buttress of tree
    or plant; animal trap; common metal art; chrome ore; metal monument;	 	PRC



 


Patent


 


We
rely on our technology patents to protect our domestic business interests and ensure our competitive position in our industry. As of
November 7, 2022, the issued patents we hold are as follows:


 





	No.	 	Patent
    Name	 	Owner	 	Category	 	Patent
    Code.	 	 	Authorization

    Date
	 1.	 	Stainles Steel Pipe	 	Huadi Steel	 	Utility Patent	 	 	201821427886.8	 	 	4/16/2019
	2.	 	Double Stainles Steel Tube	 	Huadi Steel	 	Utility Patent	 	 	201821429676.2	 	 	4/16/2019
	 3.	 	Stainles Steel Plastic Composite Pipe	 	Huadi Steel	 	Utility Patent	 	 	201821432001.3	 	 	4/16/2019
	4.	 	Stainless steel composite steel pipe	 	Huadi Steel	 	Utility Patent	 	 	201821431399.9	 	 	4/16/2019
	 5.	 	Steel pipe grinding machine	 	Huadi Steel	 	Utility Patent	 	 	201821429953.	X	 	4/16/2019
	6.	 	Steel pipe grinding equipment	 	Huadi Steel	 	Utility Patent	 	 	201821429597.1	 	 	4/16/2019
	7.	 	Traction device for steel pipe grinding equipment	 	Huadi Steel	 	Utility Patent	 	 	201821431400.8	 	 	4/16/2019
	8.	 	Steel pipe outer round polishing machine	 	Huadi Steel	 	Utility Patent	 	 	201821429490.7	 	 	4/16/2019
	 9.	 	Steel pipe pickling tank	 	Huadi Steel	 	Utility Patent	 	 	201821431397.	X	 	4/16/2019
	10.	 	Steel pipe discharging device	 	Huadi Steel	 	Utility Patent	 	 	201821430722.0	 	 	4/16/2019
	11.	 	Cap of stainless steel tube	 	Huadi Steel	 	Utility Patent	 	 	201821430724.	X	 	4/16/2019
	12.	 	Stainless steel sleeve	 	Huadi Steel	 	Utility Patent	 	 	201821430309.4	 	 	4/16/2019
	13.	 	Dust removal in circulating workshop 
Device	 	Huadi Steel	 	Utility Patent	 	 	201821431295.8	 	 	4/16/2019
	14.	 	Dedusting for workshop Device	 	Huadi Steel	 	Utility Patent	 	 	201821429952.5	 	 	4/16/2019
	15.	 	Workshop dust removal device	 	Huadi Steel	 	Utility Patent	 	 	201821430336.1	 	 	7/2/2019
	16.	 	Stainless steel U-shaped
    body for expansion 
joint and use method thereof	 	Huadi Steel	 	Invention	 	 	201811017559.	X	 	1/24/2020
	17.	 	High-cleanliness stainless steel cable and
    its processing technique	 	Huadi Steel	 	Invention	 	 	201811017618.3	 	 	10/2/2020
	18.	 	Anti-corrosion post-treatment process of stainless
    steel pipe	 	Huadi Steel	 	Invention	 	 	201811016027.4	 	 	9/4/2020
	19.	 	Steel Pipe	 	Huadi Steel	 	Utility Patent	 	 	201922057582.8	 	 	7/17/2020
	20.	 	Steel pipe with fasteners	 	Huadi Steel	 	Utility Patent	 	 	201922057948.1	 	 	7/17/2020
	21.	 	Seamless steel pipe	 	Huadi Steel	 	Utility Patent	 	 	201922059650.4	 	 	7/17/2020
	22.	 	Steel pipe	 	Huadi Steel	 	Utility Patent	 	 	201922059702.8	 	 	7/17/2020
	23.	 	Seamless steel pipe	 	Huadi Steel	 	Utility Patent	 	 	201922057670.8	 	 	9/15/2020


 


We
have 3 invention patents and 20 utility patents, which were granted for new technical solutions or improvement with a lower degree of
‘inventiveness’ than Invention patents, i.e., products with a new shape or structural physical features. Utility Models are
also sometimes called “Utility Patents” or “Petty Patents” in other countries. Utility patents are protected
under PRC laws for a term of 10 years.


 


Domain


 


As
of November 7, 2022, we have the right to use the following domain registrations issued in the PRC.


 


	No.	 	Domain
    Name	 	Owner
	1	 	huadigroup.com	 	Huadi
    Steel



 






     


     


    

 


Schedule
3.1(r)


 


Transactions
With Affiliates and Employees


 


	1)	Nature
                                            of relationships with related parties:



 


	Name	 	Relationship
    with the Company
	Taizhou Huadi Industrial Ltd. (“Taizhou Huadi”)	 	An entity 30% owned by Jueqin Wang
	Huashang Micro Finance Co. (“Huashang”)	 	An entity 19% owned by the Company
	Taizhou Huadi Material Technology Co.	 	An entity 100% owned by Yiyu Wang
	Jueqin Wang	 	Principal shareholder of the Company
	Di Wang	 	Principal shareholder of the Company
	Huizhi Wang	 	Principal shareholder of the Company
	Juelin Wang	 	Principal shareholder of the Company
	Yiyu
    Wang
	 	Immediate family member of majority shareholder of
    the Company
	Bing Zhang	 	Principal shareholder of the Company


 


	2)	Related
                                            party transactions



 


Six
Months Ended March 31, 2022


 


During
the six months ended March 31, 2022, the Company purchased a total of $3,660,841 raw materials from Taizhou Huadi. These raw materials
primarily consisted of stainless steel bars and stainless steel strips. As of March 31, 2022, the Company had no outstanding balance
of accounts payable to Taizhou Huadi.


 


During
the six months ended March 31, 2022, the Company borrowed RMB 2,000,000 ($314,001 in USD), from Di Wang as working capitals
to support the Company’s operations. The borrowing is unsecured, due on demand, and interest free. 


 


Six
Months Ended March 31, 2021


 


During
the six months ended March 31, 2021, the Company purchased a total of $5,788,838 raw materials from Taizhou Huadi. These raw materials
primarily consisted of stainless steel bars and stainless steel strips. As of March 31, 2021, the Company had no outstanding balance
of accounts payable to Taizhou Huadi.


 


During
the six Months Ended March 31, 2021, the Company borrowed RMB 7,000,000 ($1,068,278 in USD) with 8% annual interest
rate from Huizhi Wang as working capitals to support the Company’s operations. The borrowing is unsecured and due on demand. During
fiscal year 2020, the Company has fully repaid the loan.


 


During
the six Months Ended March 31, 2021, the Company borrowed RMB 6,500,000 ($991,973 in USD), from Juelin Wang as working
capitals to support the Company’s operations. The borrowing is unsecured, due on demand, and was subject to 8% annual interest
rate. During the six Months Ended March 31, 2021, the Company fully repaid the loan.


 


During
the six Months Ended March 31, 2021, the Company borrowed RMB 12,000,000 ($1,831,334 in USD), from Bing Zhang as working
capitals to support the Company’s operations. The borrowing is unsecured, due on demand, and was subject to 8% annual interest
rate. The borrowing has been fully paid in fiscal year 2021.


 


	3)	Related
                                            party balances



 


Net outstanding balances with
related parties consisted of the following as of March 31, 2022 and September 30, 2021:


 


	Accounts	 	Name
    of related parties	 	March
    31,

    2022	 	 	September 30,

    2021	 
	Receivables from related parties:	 	 	 	 	 	 	 	 
	Advances
    to suppliers	 	Taizhou Huadi Industrial Ltd.	 	$	-	 	 	$	5,550,504	 
	Accounts receivable	 	Taizhou Huadi Industrial Ltd.	 	 	-	 	 	 	1,438,303	 
	Accounts payable	 	Taizhou Huadi Industrial Ltd.	 	 	2,562,357	 	 	 	-	 
	Accounts
    payable	 	Taizhou Huadi Material Technology Co.	 	 	443,798	 	 	 	-	 
	Accounts
    receivable	 	Taizhou Huadi Material Technology Co.	 	 	-	 	 	 	2,543,394	 
	Liabilities to related parties:	 	 	 	 	 	 	 	 	 	 
	Due to related parties	 	Di Wang	 	 	(365,624	)	 	 	(155,198	)
	Due to related parties	 	Jueqin Wang	 	 	(473,238	)	 	 	(359,716	)




 






     


     


    

 


Schedule
3.1(w)


 


Listing
and Maintenance Requirements


 


None.


 




     


     


    


 


Schedule
3.1(a)(a)


 


Solvency


 


Short-term
borrowings consisted of the following at September 30, 2022:


 


	Bank Name	 	Amount
    - RMB	 	 	Amount - USD	 	 	Issuance Date	 	Expiration Date	 	Interest	 
	Agricultural Bank	 	 	7,000,000	 	 	$	984,044	 	 	11/12/2021	 	11/11/2022	 	 	4.35	%
	Agricultural Bank	 	 	9,990,000	 	 	 	1,404,372	 	 	11/23/2021	 	11/22/2022	 	 	4.35	%
	Agricultural Bank	 	 	9,500,000	 	 	 	1,335,489	 	 	12/1/2021	 	11/25/2022	 	 	4.35	%
	Agricultural Bank	 	 	5,700,000	 	 	 	801,293	 	 	12/23/2021	 	12/22/2022	 	 	4.35	%
	Agricultural Bank	 	 	9,990,000	 	 	 	1,404,372	 	 	12/29/2021	 	12/10/2022	 	 	4.35	%
	Agricultural Bank	 	 	5,000,000	 	 	 	702,889	 	 	1/6/2022	 	1/4/2023	 	 	4.35	%
	Agricultural Bank	 	 	8,400,000	 	 	 	1,180,853	 	 	3/7/2022	 	3/2/2023	 	 	4.35	%
	Agricultural Bank	 	 	9,990,000	 	 	 	1,404,372	 	 	8/5/2022	 	8/3/2023	 	 	4.35	%
	Hua Xia Bank	 	 	9,000,000	 	 	 	1,265,200	 	 	4/26/2022	 	4/15/2023	 	 	4.65	%
	Hua Xia Bank	 	 	9,500,000	 	 	 	1,335,489	 	 	5/24/2022	 	5/11/2023	 	 	4.65	%
	Hua Xia Bank	 	 	500,000	 	 	 	70,289	 	 	1/28/2022	 	1/15/2023	 	 	4.65	%
	Total	 	 	RMB
                                            84,570,000	 	 	$	11,888,662	 	 	 	 	 	 	 	 	 




 


Long-term
borrowings consisted of the following at September 30, 2022:


 


	Bank Name	 	Amount - RMB	 	 	Amount - USD	 	 	Issuance Date	 	Expiration Date	 	Interest	 
	Agricultural Bank of China	 	 	9,900,000	 	 	 	1,391,720	 	 	3/17/2022	 	3/16/2025	 	 	4.35	%
	Agricultural Bank of China	 	 	9,950,000	 	 	 	1,398,749	 	 	3/18/2022	 	3/5/2025	 	 	4.35	%
	Agricultural Bank of China	 	 	9,850,000	 	 	 	1,384,691	 	 	3/18/2022	 	2/25/2025	 	 	4.35	%
	Agricultural Bank of China	 	 	9,900,000	 	 	 	1,391,720	 	 	3/18/2022	 	2/15/2025	 	 	4.35	%
	Agricultural Bank of China	 	 	6,600,000	 	 	 	927,813	 	 	3/31/2022	 	3/25/2025	 	 	4.35	%
	Agricultural Bank of China	 	 	9,980,000	 	 	 	1,402,966	 	 	4/19/2022	 	4/17/2025	 	 	4.35	%
	Agricultural Bank of
    China	 	 	9,980,000	 	 	 	1,402,966	 	 	4/28/2022	 	4/25/2025	 	 	4.35	%
	Total	 	 	RMB 66,160,000	 	 	$	9,300,626	 	 	 	 	 	 	 	 	 




 


The
long-term borrowings are unsecured and no asset was pledged for those borrowings. The Company had no long-term borrowings as of September
30, 2021.


 


	1.	Related
                                            party transactions



 


Six
Months Ended March 31, 2022


 


During
the six months ended March 31, 2022, the Company borrowed RMB 2,000,000 ($314,001 in USD), from Di Wang as working capitals to support
the Company’s operations. The borrowing is unsecured, due on demand, and interest free.


 






     


     


    

 


Schedule
4.7 Use of Proceeds


 


We
intend to use the net proceeds from the sale of securities for general working capital.