Exhibit 10.46


 


Execution Version 


 





 






 


SECURITIES PURCHASE AGREEMENT


 


BY AND AMONG


 


SEVEN STARS CLOUD GROUP, INC.


 


AND


 


TIGER SPORTS MEDIA LIMITED


 


DATED AS OF December 7, 2017





 


 






 




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SECURITIES PURCHASE
AGREEMENT 


 


This
SECURITIES PURCHASE AGREEMENT, dated as of December 7, 2017 (this “Agreement”), by and between Seven Stars Cloud
Group, Inc., a Nevada corporation, and its affiliates (hereinafter referred to collectively as “SSC” or
“Purchaser”) and Tiger Sports Media Limited (Chinese name: 猛虎体育媒体有限公司),
a Hong Kong limited liability entity, (hereinafter referred to as “TSM” or “Seller”). 


 


WHEREAS, pursuant
to a Joint Venture Agreement (“JV Agreement”) dated October 19, 2017, Seller owns 20% and Purchaser owns 40% of the
total equity ownership of a BBD Digital Capital Group Ltd., a New York corporation (the “BBD JV”). The BBD JV is positioned
to operate a global AI + block chain digital issuance & trading platform of index/ future derivatives;


 


WHEREAS, the
Seller proposes to sell to Purchaser, and Purchaser proposes to buy 100% of Seller’s 20% equity ownership in the BBD JV for
a total purchase price of $9.8 million USD, $2 million to be paid in cash and $7.8 million to be paid in the form of SSC shares
(valued at $2.60 per share) for a total of 3 million SSC shares (the “Purchase Price”);


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:


 


Article
1

PURCHASE AND SALE OF SECURITIES 


 


1.1         Purchase
and Sale of Securities. Subject to the terms set forth herein and in reliance upon the representations set forth below, at
the Closing, the Seller shall sell to Purchaser 100% of Seller’s 20% equity ownership in the BBD JV for a total purchase
price of $9.8 million USD to be paid in the following manner: a) $2 million to be paid in cash, and b) $7.8 million to be paid
in the form of SSC shares (valued at $2.6 per share), resulting in the sale of 3 million SSC shares (the “SSC Purchased Shares”).
Seller’s management George Yuan and Siyi Yang will hold the SSC Purchased Shares in an escrow account on behalf of all of
Seller’s management team. Company shall pay $2 million in cash upon the full execution of this Agreement, and will pay the
3 million SSC shares upon Closing. If this transaction does not meet Closing requirements as discussed herein, then Seller shall
refund the $2 million cash payment to Purchaser within 15 days after receiving notice from Purchaser.


 


1.2         Closing.
The sale and purchase of the securities shall take place at venue to be designated by the Parties (the “Closing”).
The Closing may be conducted as a “virtual closing”, with the parties providing signature pages to each other electronically
or via facsimile). Following the Closing, Purchaser and Seller shall take further actions that may be necessary or desirable to
exchange necessary information for the issuance and delivery of the necessary materials. The Parties agree that Purchaser shall
deliver Payment to Seller within two (2) months of the execution of this Agreement.


 




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Article
2

REPRESENTATIONS AND WARRANTIES OF THE SELLER  


 


The Seller hereby represents
and warrants to Purchaser as follows:


 


2.1         Corporate
Existence and Power.


 


(a)          TSM
(a) is a corporation duly incorporated, validly existing and in good standing under the laws of Hong Kong; and (b) has all requisite
corporate power and authority to execute, deliver and perform its obligations under this Agreement.


 


2.2         Corporate
Authorization; No Contravention. The execution, delivery and performance by the Seller of this Agreement and the consummation
of the transactions contemplated thereby, (a) have been duly authorized by all necessary corporate action of the Seller; (b) do
not contravene the terms of the Articles of Incorporation or Bylaws or the organizational documents of the Seller; (c) do not entitle
any person (i.e. legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock
company, company, limited liability company, trust, unincorporated association, governmental authority, or any other entity of
whatever nature) to exercise any statutory or contractual preemptive rights to purchase shares of capital stock or any equity interest
in the Seller, and (d) subject to receipt or satisfaction of the approvals, consents, exemptions, authorizations or other actions,
notices or filings, do not violate or result in any breach or contravention of, a default under, or an acceleration of any obligation
under or the creation (with or without notice, lapse of time or both) of any lien under, result in the termination or loss of any
right or the imposition of any penalty under any contractual obligation of the Seller by which its respective assets or properties
are bound or any law applicable to the Seller. No event has occurred and no condition exists which (upon notice or the passage
of time or both) would constitute, or give rise to: (i) any breach, violation, default, change of control or right to cause the
Seller to repurchase or redeem under, (ii) any lien on the assets of the Seller, (iii) any termination right of any party, or any
loss of any right or imposition of any penalty, under or (iv) any change or acceleration in the rights or obligations of any party
under, any material contractual obligation of the Seller.


 


2.3         Governmental
Authorization; Third Party Consents. Except as set forth herein, no approval, consent, qualification, order, exemption, authorization
or other action by, or notice to, or filing with, any governmental authority, or any other person in respect of any requirement
of law, contractual obligation or otherwise, and no lapse of a waiting period under a requirement of law, is necessary or required
in connection with the execution, delivery or performance (including, without limitation, sale and delivery of the company common
shares by the Seller, or enforcement against the Seller), of the Agreement or the consummation of the contemplated transactions
(i.e. the transactions contemplated by this Agreement) except for any of the foregoing that, individually or in the aggregate,
would not be material to the Seller.


 


2.4         Binding
Effect. The Agreement will, as of the Closing, be duly authorized, executed and delivered by the Seller and will constitute
as the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.


 


2.5         Ownership
of BBD JV shares. The Seller owns 20% of BBD JV’s common shares free and clear of all material encumbrances. At Closing,
Seller will transfer to Purchaser valid title to BBD JV’s common shares free and clear of all material encumbrances.


 




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2.6         Compliance
with Laws; Licenses.


 


(a)          The
Seller is not in violation of any requirement of law, or any judgments, orders, rulings, injunctions or decrees of a governmental
authority (collectively, “Decrees”), applicable thereto or to the employees conducting such business, except for violations
that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect.


 


(b)          The
Seller has obtained or made, as the case may be, all permits, licenses, authorizations, orders and approvals, and all filings,
applications and registrations with, all governmental authorities (“Licenses”), that are required to conduct the businesses
of the Seller in the manner and to the full extent as currently conducted or currently contemplated to be conducted except where
such failure to obtain or make, individually or in the aggregate, would not be materially adverse to the Seller. None of such Licenses
is subject to any restriction or condition that limits or would reasonably be expected to limit in any material way the full operation
of the Seller as currently conducted or currently contemplated to be conducted. Each of the Licenses has been duly obtained, is
valid and in full force and effect, and is not subject to any pending or threatened proceeding to limit, condition, suspend, cancel,
suspend, or declare such License invalid. Seller is not in default in any material respect with respect to any of the Licenses,
and to the knowledge of the Seller no event has occurred which constitutes, or with due notice or lapse of time or both may constitute,
a default by the Seller under any License.


 


2.7         Litigation.
There is no legal action, suit, arbitration, proceeding or, to the knowledge of the Seller, other legal, administrative or other
governmental investigation or inquiry pending or claims asserted (or, to the knowledge of the Seller, any threat thereof) against
the Seller relating to the Agreement or the contemplated transactions or against any officer, director or employee of the Seller
in connection with such person’s relationship with or actions taken on behalf of the Seller. The Seller is not subject to
any Decree that, individually or in the aggregate, has had or would reasonably be expected to be material to the Seller.


 


2.8         Board
Approval; Stockholder Approval. The board of directors at a meeting duly called and held has unanimously determined the contemplated
transactions to be advisable and in the best interests of the Seller and its stockholders and has approved the contemplated transactions.
To the extent approval by the Seller’s stockholders is necessary in connection with the execution and delivery of the Agreement
or the consummation of the contemplated transactions, such approval has been obtained.


 


2.9         Disclosure.
Neither this Agreement nor any certificate, instrument or written statement furnished or made to Purchaser by or on behalf of the
Seller in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements contained herein and therein in light of the circumstances under
which they were made not misleading.


 


2.10       No
Undisclosed Liabilities. Seller has no material liabilities, debt, obligations, payables or commitments of any nature whatsoever,
asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”),
except those already disclosed to Purchaser.


 




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Article
3

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 


 


Purchaser hereby represents
and warrants to the Seller as follows:


 


3.1         Existence
and Power. SSC (a) is duly organized and validly existing under the laws of the state of Nevada; and (b) has all requisite
power and authority to execute, deliver and perform its obligations under the Agreement.


 


3.2         Authorization;
No Contravention. The execution, delivery and performance by the Purchaser of the Agreement to which it is a party and the
contemplated transactions (a) have been duly authorized by all necessary corporate or other action, (b) do not contravene the terms
of the Purchaser’s organizational documents, and (c) do not violate, conflict with or result in any breach or contravention
of, or the creation of any lien under, any contractual obligation of the Purchaser or any requirement of law applicable to the
Purchaser, except for such violations, conflicts, breaches or liens which, individually or in the aggregate, have not had and would
not reasonably be expected to have a material adverse effect on the Purchaser ability to consummate the contemplated transactions.


 


3.3         Governmental
Authorization; Third Party Consents. Except as set forth herein, no approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any governmental authority or any other person in respect of any requirement of law, and no lapse
of a waiting period under a requirement of law, is necessary or required in connection with the execution, delivery or performance
by the Purchaser, or enforcement against the Purchaser, of this Agreement or the consummation of the contemplated transactions.


 


3.4         Binding
Effect. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation
of the Purchaser, enforceable against it in accordance with its terms.


 


3.5         Board
Approval. The Purchaser’s board of directors at meetings duly called and held and has unanimously determined the contemplated
transactions to be advisable and in the best interests of the Purchaser and its stockholders and has approved the contemplated
transactions.


 


3.6         No
Brokers or Finders. Except as contemplated by this Agreement, no agent, broker, finder, or investment or commercial banker
or other person (if any) engaged by or acting on behalf of the Purchaser or any of its affiliates is or will be entitled to any
brokerage or finder’s or similar fee or other commission as a result of this Agreement or the contemplated transactions.


 


3.7         Litigation.
There is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry, proceeding
or other actions pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser or relating to any
of the Agreement or the contemplated transactions which, if determined adversely to the Purchaser individually or in the aggregate,
has had or would reasonably be expected to have a material adverse effect on the Purchaser’s ability to consummate the contemplated
transactions. The Purchaser is not subject to any Decree that, individually or in the aggregate, has had or would reasonably be
expected to have a material adverse effect on the Purchaser’s ability to consummate the contemplated transactions.


 




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Article
4

COVENANTS  


 


4.1         Regulatory
Approval; Litigation.


 


(a)          The
Purchaser and the Seller agree that it will use its reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, and to assist and cooperate with the other party in doing all things, which may be required to obtain all necessary
actions or non-actions, waivers, consents and approval from governmental authorities in order to consummate the contemplated transactions.


 


(b)          The
Purchaser and the Seller agree that if any action is brought seeking to restrain or prohibit or otherwise relates to consummation
of the contemplated transactions, the parties shall use all commercially reasonable efforts to defend such action, whether judicial
or administrative, and to seek to have any stay or temporary restraining order entered by any court or governmental authority reversed
or vacated.


 


Article
5

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASER TO CLOSE 


 


5.1         Conditions
to Closing. The obligation of the Purchaser to enter into and complete the Closing are subject to the fulfillment on or prior
to the Closing of the following conditions, any one or more of which may be waived by the Purchaser:


 


(a)          Representations
and Covenants. The representations and warranties of the Seller contained in this Agreement shall be true and correct in all
material respects (other than those which are qualified as to materiality, material adverse effect or other similar term, which
shall be true and correct in all respects) of the Closing with the same force and effect as though made as of the Closing (except
that representations and warranties made as of a specific date shall be true and correct in all material respects (except as aforesaid)
on such date); the Seller shall have in all material respects performed and complied with all covenants and agreements required
by this Agreement to be performed or complied with by the Seller on or prior to the Closing.


 


(b)          Good
Standing. The Seller shall have delivered to the Purchaser a good standing certificate (or its equivalent) for the Seller.


 


(c)          No
Actions. (i) No action shall be pending or overtly threatened by any governmental authority or any other party against the
Seller or any of its directors or against Purchaser, which action is reasonably likely to (A) restrain or prohibit the consummation
of any of the contemplated transactions, or (B) result in damages that alone or together with the costs and expenses of defending
such action are material in relation to the Seller, taken as a whole, and (ii) no law, order, decree, rule or injunction shall
have been enacted, entered, promulgated or enforced by any governmental authority that prohibits or makes illegal the consummation
of any of the contemplated transactions.


 


(d)          No
Material Adverse Effect. Since the date hereof, no event or development shall have occurred (or failed to occur) and there
shall be no circumstance (and that Purchaser shall not have become aware of any previously existing circumstance) that, individually
or in the aggregate, has had or would reasonably be expected to have a material adverse effect.


 




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(e)          Consents
and Amendments. Any and all consents, approvals, orders, Licenses and other actions necessary to be obtained from governmental
authorities, the board, and shareholders in order to consummate the contemplated transactions.


 


(f)          Valuation
Report. This agreement and the transactions contemplate herein are subject to a satisfactory valuation report which, as requested
by Purchaser’s management, will be arranged post-signing of this Agreement. The Closing of this transaction is conditioned
on the Purchaser receiving a satisfactory valuation report concluding that the transaction was fair from a financial point of view
to the Purchaser.


 


Article
6

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE SELLER TO CLOSE 


 


6.1         Conditions
to Closing. The obligation of the Seller to enter into and complete the Closing are subject to the fulfillment on or prior
to the Closing of the following conditions, any one or more of which may be waived by the Seller:


 


(a)          Representations
and Covenants. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in
all material respects (other than those which are qualified as to materiality, which shall be true and correct in all respects)
on and as of the Closing with the same force and effect as though made on and as of the Closing (except that representations and
warranties made as of a specific date shall be true and correct in all material respects (except as aforesaid) on such date); each
Purchaser shall have in all material respects performed and complied with all covenants and agreements required by this Agreement
to be performed or complied with by it on or prior to the Closing; and each Purchaser shall have delivered to the Seller a certificate,
dated the date of the Closing and signed by the applicable Purchaser, to the foregoing effect.


 


(b)          No
Actions. (i) No action shall be pending or overtly threatened by any governmental authority or any other party against the
Seller, the Company or any of its directors or the Purchaser, which action is reasonably likely to (A) restrain or prohibit the
consummation of any of the contemplated transactions, or (B) result in damages that alone or together with the costs and expenses
of defending such action are material in relation to the Seller, the company and its subsidiaries, taken as a whole, and (ii) no
law, order, decree, rule or injunction shall have been enacted, entered, promulgated or enforced by any governmental authority
that prohibits or makes illegal the consummation of any of the contemplated transactions.


 


(c)          Consents
and Amendments. Any and all consents, approvals, orders, Licenses and other actions necessary to be obtained from governmental
authorities in order to consummate the contemplated transactions.


 




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Article
7

INDEMNIFICATION 


 


7.1         Indemnification.
Seller hereby agree to indemnify, defend and hold harmless the Purchaser, its respective affiliates and its directors, managers,
officers, agents, advisors, representatives, employees, successors and assigns (each, a “Purchaser Indemnitee”) from
and against all claims, including without limitation, interest, penalties and attorneys’ fees and expenses, asserted against,
resulting to, or imposed upon or incurred by such Purchaser Indemnitee by a third party and arising out of or resulting from any
allegation or claim in respect of (i) any wrongful action or inaction by the Seller in connection with the authorization, execution,
delivery and performance of this Agreement, except to the extent that the Purchaser Indemnitee has committed a material breach
of its representations, warranties or obligations under this Agreement, which breach is the cause of the Seller’s wrongful
action or inaction, (ii) any inaccuracy in or breach of any of the representations or warranties of the Seller contained in this
Agreement or any certificate or other document delivered pursuant hereto, and (iii) any breach by Seller of any of its covenants
or agreements contained in this Agreement or any other schedule, certificate or other document delivered pursuant hereto.


 


7.2         Terms
of Indemnification. The obligations and liabilities of Seller with respect to claims by third parties will be subject to the
following terms and conditions: (a) a Purchaser Indemnitee will give the Seller prompt notice of any claims asserted against, resulting
to, imposed upon or incurred by such Purchaser Indemnitee, directly or indirectly, and the Seller will undertake the defense thereof
by representatives of their own choosing which are reasonably satisfactory to such Purchaser Indemnitee; (b) if within a reasonable
time after notice of any claim, the Seller fails to defend, such Purchaser Indemnitee will have the right to undertake the defense,
compromise or settlement of such claims on behalf of and for the account and at the risk of the Seller, subject to the right of
the Seller to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof; (c)
if there is a reasonable probability that a claim may materially and adversely affect a Purchaser Indemnitee other than as a result
of money damages or other money payments, such Purchaser Indemnitee will have the right at its own expense to defend, or co-defend,
such claim; (d) neither the Seller nor the Purchaser Indemnitee will, without the prior written consent of the other, settle or
compromise any claim or consent to entry of any judgment relating to any such claim; (e) with respect to any claims asserted against
a Purchaser Indemnitee, such Purchaser Indemnitee will have the right to employ one counsel of its choice in each applicable jurisdiction
(if more than one jurisdiction is involved) to represent such Purchaser Indemnitee if, in such Purchaser Indemnitee’s reasonable
judgment, a conflict of interest between such Purchaser Indemnitee and the Seller exists in respect of such claims, and in that
event the fees and expenses of such separate counsel shall be paid by the Seller; and (f) the Seller will provide each Purchaser
Indemnitee reasonable access to all records and documents of the Seller relating to any claim.


 


Article
8

TERMINATION  


 


8.1         Termination
of Agreement. The Parties may terminate this Agreement as provided below:


 


(a)          the
Purchaser and the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;


 


(b)          the
Purchaser may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (i) in the event
the Seller has breached any material representation, warranty, or covenant contained in this Agreement in any material respect
(or breached in any respect, if such representation, warranty or covenant is qualified by materiality or material adverse effect),
and the Purchaser have notified the Seller of the breach or (ii) if the Closing shall not have occurred on or before January 1,
2018, by reason of the failure of any condition precedent under this Agreement (unless the failure results primarily from the Purchaser
breaching any representation, warranty, or covenant contained in this Agreement); and


 




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(c)          the
Seller may terminate this Agreement by giving written notice to the Purchaser at any time prior to the Closing (i) in the event
a Purchaser has breached any material representation, warranty, or covenant contained in this Agreement in any material respect
(or breached in any respect, if such representation, warranty or covenant is qualified by materiality or material adverse effect),
and the Seller has notified the Purchaser of the breach or (ii) if the Closing shall not have occurred on or before January 1,
2018, by reason of the failure of any condition precedent under this Agreement (unless the failure results primarily from the Seller
itself breaching any representation, warranty, or covenant contained in this Agreement).


 


8.2         Effect
of Termination. Upon termination of this Agreement pursuant to this section, all rights and obligations of the Parties hereunder
shall terminate without any liability of either Party to the other Party (except for any liability of the Party then in breach).


 


Article
9

MISCELLANEOUS 


 


9.1         Survival.
All representations and warranties, covenants and agreements of the Seller and the Purchaser contained in this Agreement shall
remain operative and in full force and effect regardless of any investigation made by or on behalf of the Purchaser, any of its
officers and directors or any controlling person thereof or by or on behalf of the Seller, any of its officers and directors or
any controlling person thereof, and such representations and warranties shall survive for a period of 24 months from the Closing.
The covenants and agreements contained herein shall survive in accordance with their terms.


 


9.2         Fees
and Expenses. At the Closing, each party shall pay the expenses incurred by itself in connection with the negotiation, execution,
delivery, performance and consummation of this agreement and the contemplated transactions.


 


9.3          Notices.
All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, telecopied
or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given if delivered personally
or telecopied, on the date of such delivery, or if sent by reputable overnight courier, on the first Business Day following the
date of such mailing, as follows:


 


	 	(a)	if to the Seller:
	 	 	 
	 	 	Tiger Sports Media Limited
	 	 	(猛虎体育媒体有限公司).
	 	 	Attn: _______
	 	 	Address: ______________
	 	 	__________________________
	 	 	 
	 	(b)	if to the Purchaser:
	 	 	 
	 	 	Seven
    Stars Cloud Group, Inc.
	 	 	Attn:
    Legal Department
	 	 	686
    Wuzhong Road, Tower D, 9th Floor
	 	 	Shanghai, China 201103



 




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Any party may by notice given in accordance
with this section and designate another address or person for receipt of notices hereunder.


 


9.4         Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties
hereto. Other than the parties hereto and their successors and permitted assigns, and except as set forth in this Agreement, no
person is intended to be a beneficiary of this Agreement. No party hereto may assign its rights under this Agreement without the
prior written consent of the other party hereto; provided, however, that, the Purchaser may assign all or any portion of its rights
and obligations hereunder to any affiliates or designees of the Purchaser. Any assignee of any Purchaser pursuant to the proviso
of the foregoing sentence shall be deemed to be a “Purchaser” for all purposes of this Agreement.


 


9.5         Amendment
and Waiver.


 


(a)          No
failure or delay on the part of the Seller or the Purchaser in exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to the Seller or the Purchaser at law, in equity or otherwise.


 


(b)          Any
amendment, supplement or modification of or to any provision of this Agreement and any waiver of any provision of this Agreement
shall be effective only if it is made or given in writing and signed by the Seller (in the case of any amendment, supplement, modification
or waiver after the Closing, with the approval of not less than a majority of the directors not appointed by each Purchaser) and
the Purchaser.


 


9.6         Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, all of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


9.7         Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


9.8         Governing
Law; Waiver of Jury Trial. This Agreement shall be construed in accordance with and governed by the internal Laws of the State
of Nevada without giving effect to any choice or conflict of Law provision or rule that would cause the application of Laws of
any jurisdiction other than those of the State of Nevada.


 


9.9         Severability.
If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or
unenforceable shall substantially impair the benefits of the remaining provisions hereof.


 




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9.10       Entire
Agreement. This Agreement, together with the schedules and exhibits hereto (if any), are intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein or therein. This Agreement, together with the schedules and exhibits hereto (if
any), supersede all prior agreements and understandings between the parties with respect to such subject matter.


 


9.11       Further
Assurances. Subject to the terms and conditions of this Agreement, from time to time after the Closing, the Seller and the
Purchaser agree to cooperate with one another, and at the request of the Seller or the Purchaser, as applicable, to execute and
deliver any further instruments or documents and take all such further action as the other party may reasonably request in order
to evidence or effectuate the consummation of the contemplated transactions and to otherwise carry out the intent of the parties
hereunder.


 


9.12       Public
Announcements. Except as required by any requirement of law, none of the parties hereto will issue or make any reports, statements
or releases to the public with respect to this Agreement or the contemplated transactions without consulting the Seller or the
Purchaser, as applicable.


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized
as of the date first above written.


 


	 	SEVEN STARS CLOUD GROUP, INC.  
	 	 	 
	 	By	/s/ Bruno Wu
	 	 	 
	 	Name:  	Bruno Wu
	 	 	 
	 	Title:	Chairman and CEO


 


[Signature Page to Securities Purchase Agreement]


 




    	 		 



     


    

 


	 	TIGER SPORTS MEDIA LIMITED
	 	 
	 	(猛虎体育媒体有限公司)
	 	 	 
	 	By: 	/s/ Yang Siyi
	 	 	 
	 	Name: 	Yang Siyi
	 	 	 
	 	Title:	Director




 


[Signature Page to Securities Purchase Agreement]