Exhibit 10.1


 


CONSULTING
AND WARRANT ISSUANCE AGREEMENT


 


This
Consulting and Warrant Issuance Agreement (the “Agreement”) dated as of October 27, 2021 by and among (i) Dragon Victory
International Limited, an exempted company with limited liability, organized and existing under the laws of the Cayman Islands (the “Company”),
(ii) Xianqun Hu, (iii) Ying Cai, (iv) Jiarui Li, and (v) Ailing Zhang (together with Xianqun Hu, Ying Cai, and Jiarui Li, the “Consultants”
and each a “Consultant”; together with the Company, the “Parties” and each a “Party”).


 


WHEREAS:


 


 


		A.	The
                                            Company will form a new joint venture company with an industry leader upon the execution
                                            of this agreement (the “Joint Venture Company”);



 


		B.	The
                                            Consultants have the professional business expertise and experience to assist the Company
                                            in the business operation of the Joint Venture Company and are offering their services as
                                            consultants to the Company for such purposes;



 


		C.	The
                                            Company desires to retain the Consultants as independent consultants and to memorialize the
                                            Consultants’ work for the Company by entering into this written Agreement; and



 


		D.	Each
                                            Party agrees that this Agreement reflects their entire understanding and agreement of the
                                            terms among the Parties hereto.



 


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein,
as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereto,
intending to be legally bound, agrees as follows:


 


		1.	DUTIES.



 


		a.	The
                                            Company hereby engages each Consultant and each Consultant hereby accepts engagement as a
                                            consultant. It is understood and agreed, and it is the express intention of the Parties,
                                            that such Consultant is an independent contractor, and not an employee or agent of the Company
                                            for any purpose whatsoever. The Consultant shall perform the following services to the Company
                                            in connection with the business operation of the Joint Venture Company (collectively, the
                                            “Services”):



 


		(i)	Establish
                                            a proprietary system for cryptocurrency derivatives trading;



 


		(ii)	Design
                                            different structure products for use in trading with counterparties;



 


		(iii)	Optimize
                                            internal pricing and dynamic hedging models;



 


		(iv)	Ongoing
                                            monitoring and improving of the proprietary system to maximize the return of invested capital
                                            and grow the size of proprietary assets;



 


		(v)	Assist
                                            in the hiring process and establishment of a team for the development of the Joint Venture;
                                            and



 


		(vi)	Provide
                                            industry expertise to help shape the Joint Venture's long-term strategy.



 


		b.	The
                                            Company acknowledges and agrees that each Consultant (i) may maintain such Consultant’s
                                            own business in addition to providing Services to the Company, (ii) may, in connection with
                                            this Agreement, invest in, deal with or engage the services of itself and/or such Consultant’s
                                            affiliates in separate business activities for which they may be entitled to charge fees
                                            or commissions, provided that such activities are in the ordinary course of such Consultant’s
                                            business, and are conducted on an arm’s length commercial basis.



 






     


     


    

 


		c.	The
                                            Company (i) further acknowledges and agrees that no Consultant owes any duty to not compete
                                            or other similar obligation to the Company, and each Consultant may provide any service,
                                            including without limitation, services similar to the Services, to any other party, as may
                                            be determined to be desirable in such Consultant’s sole discretion, and (ii) hereby
                                            waives any conflicts of interest that may arise in connection with such Consultant’s
                                            such other roles.



 


		2.	CONSULTING
SERVICES & COMPENSATION. As a consideration and in exchange for the Services to be rendered hereunder, the Company hereby
agrees to issue certain Warrants (as defined below) as soon as practicable after the execution of this Agreement, subject to review by
Nasdaq, as follows:



 


		a.	Warrants
                                            to Xianqun Hu (the “Hu Warrants”) in substantially the form attached
                                            hereto as Exhibit A, exercisable in whole or in part, to purchase an aggregate
                                            of 900,000 Ordinary Shares, with each such Hu Warrant expiring five (5) years upon their
                                            issuance, at an exercise price that is the lower of (i) US$1.5 per share, and (ii) 88% of
                                            the lowest daily volume weighted average price (VWAP) of the Ordinary Share for the 10 trading
                                            day period immediately prior to the exercise of the Hu Warrants;



 


		b.	Warrants
                                            to Ying Cai (the “Cai Warrants”) in substantially the form attached
                                            hereto as Exhibit B, exercisable in whole or in part, to purchase an aggregate
                                            of 300,000 Ordinary Shares, with each such Cai Warrant expiring five (5) years upon their
                                            issuance, at an exercise price that is the lower of (i) US$1.5 per share, and (ii) 88% of
                                            the lowest daily VWAP of the Ordinary Share for the 10 trading day period immediately prior
                                            to the exercise of the Cai Warrants;



 


		c.	Warrants
                                            to Jiarui Li (the “Li Warrants”) in substantially the form attached
                                            hereto as Exhibit C, exercisable in whole or in part, to purchase an aggregate
                                            of 300,000 Ordinary Shares, with each such Li Warrant expiring five (5) years upon their
                                            issuance, at an exercise price that is the lower of (i) US$1.5 per share, and (ii) 88% of
                                            the lowest daily VWAP of the Ordinary Share for the 10 trading day period immediately prior
                                            to the exercise of the Li Warrants;



 


		d.	Warrants
                                            to Ailing Zhang (the “Zhang Warrants”) in substantially the form attached hereto
                                            as Exhibit D, exercisable in whole or in part, to purchase an aggregate of 300,000
                                            Ordinary Shares, with each such Zhang Warrant expiring five (5) years upon their issuance,
                                            at an exercise price that is the lower of (i) US$1.5 per share, and (ii) 88% of the lowest
                                            daily VWAP of the Ordinary Share for the 10 trading day period immediately prior to the exercise
                                            of the Zhang Warrants (the Zhang Warrants, together with the Hu Warrants, the Cai Warrants,
                                            and the Li Warrants are collectively referred to herein as the “Warrants”);



 


		e.	If
                                            there is a subdivision, split, stock dividend, combination, reclassification or similar event
                                            with respect to any of the Ordinary Shares issuable upon exercise of the Warrants referred
                                            to in this Agreement, then, in any such event, the numbers and types of such Ordinary Shares
                                            referred to in this Agreement shall be equitably adjusted as appropriate to the number and
                                            types of such Ordinary Shares that a holder of such number of such Ordinary Shares would
                                            own or be entitled to receive as a result of such event of such holder had held such number
                                            of shares immediately prior to the record date for, or effectiveness of, such event;



 


		f.	Subject
                                            to the compliance with the applicable U.S. securities law, each Warrant shall be transferrable
                                            by the holder(s) of such Warrant and the Warrants can be exercised on a cashless basis; and



 


		g.	The
                                            Company hereby agrees that, as soon as practicable and in no event later than sixty (60)
                                            days after the execution of this Agreement, the Company shall file with the U.S. Securities
                                            and Exchange Commission (the “SEC”) (at the Company’s sole cost and expense)
                                            a registration statement (the “Registration Statement”), which Registration Statement
                                            shall be on Form F-3, if eligible, registering the resale of the Ordinary Shares issuable
                                            upon exercise of the Warrants.



 


		3.	EXPENSES.
The Company and each Consultant hereby agrees that each Party shall be responsible for their respective expenses in respect of this Agreement.



 






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		4.	CONFIDENTIALITY.
All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultants obtain during the
consulting period from the Company shall be, for all purposes, regarded and treated as strictly confidential for so long as such information
remains proprietary and confidential, and shall be held in trust by the Consultants solely for the Company’s benefit and use; provided, however,
that the use of such information by the Consultants for the purpose of providing the Services is permissible and shall not be deemed
in violation of this Agreement.



 


		5.	REPRESENATIONS
AND WARRANTS OF THE COMPANY



 


		a.	The
                                            Company hereby represents and warrants to each Consultant the following:



 


		(i)	The
                                            Company is an exempted company, duly incorporated, validly existing and in good standing
                                            under the laws of the Cayman Islands. Each of the Company and the Company’s subsidiaries
                                            is duly formed, validly existing and in good standing in the jurisdiction of its organization.
                                            Each of the Company and its subsidiaries has all requisite power and authority to carry on
                                            its business as it is currently being conducted.



 


		(ii)	The
                                            Company has all requisite legal power and authority to execute, deliver and perform its obligations
                                            under this Agreement. The execution, delivery and performance by the Company of this Agreement
                                            and the performance by the Company of its obligations hereunder have been duly authorized
                                            by all necessary corporate action on the part of the Company. This Agreement has been duly
                                            executed and delivered by the Company and, assuming due authorization, execution and delivery
                                            by the Consultants, constitutes (or, when executed and delivered in accordance herewith will
                                            constitute) a legal, valid and binding obligation of the Company, enforceable against the
                                            Company in accordance with its terms, except as enforcement may be limited by general principles
                                            of equity, whether applied in a court of law or a court of equity, and by applicable bankruptcy,
                                            insolvency, fraudulent transfer, reorganization, moratorium and similar law affecting creditors’
                                            rights and remedies generally (the “Bankruptcy and Equity Exception”).



 


		(iii)	The
                                            Company shall ensure that it has a sufficient number of duly authorized Ordinary Shares to
                                            comply with its obligations to issue the Ordinary Shares issuable upon exercise of the Warrants
                                            pursuant to the terms of this Agreement and the Warrants.



 


		b.	Each
                                            Consultant hereby severally, and not jointly, represents and warrants to the Company the
                                            following:



 


		(i)	Such
                                            Consultant has all requisite power and authority to carry on his/her business as is currently
                                            being conducted.



 


		(ii)	Such
                                            Consultant has full power and authority to enter into, execute and deliver this Agreement
                                            and to perform his/her obligations hereunder. The execution and delivery by such Consultant
                                            of this Agreement and the performance by such Consultant of his/her obligations hereunder
                                            have been duly authorized by all requisite actions on his/her part.



 


		(iii)	This
                                            Agreement has been duly executed and delivered by such Consultant and, assuming the due authorization,
                                            execution and delivery by the Company, constitutes (or, when executed and delivered in accordance
                                            herewith will constitute), the legal, valid and binding obligation of such Consultant, enforceable
                                            against such Consultant in accordance with its terms, subject to the Bankruptcy and Equity
                                            Exception and except as limited by laws relating to the availability of specific performance,
                                            injunctive relief, or other equitable remedies.



 






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		6.	TERMINATION.
This Agreement shall automatically terminate upon written consent of all Parties. Either the Company, on the one hand, and any Consultant,
on the other hand, may terminate this Agreement at any time with or without cause by giving ten (10) days written notice to the
non-terminating Party, provided, however, that any termination by the terminating Party(ies), as applicable, without cause
may not be effective prior to [12 months] following the date hereof.



 


		7.	NO
THIRD PARTY BENEFICIARIES. A person who is not a Party has no right to enforce any term of this Agreement.



 


		8.	ABSENCE
OF WARRANTIES AND REPRESENTATIONS. Each Party hereto acknowledges that they have signed this Agreement without having relied upon
or being induced by any agreement, warranty or representation of fact or opinion of any person not expressly set forth herein. All representations
and warranties of any Party contained herein shall survive its signing and delivery.



 


		9.	AMENDMENT.
This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties.



 


		10.	ASSIGNMENT.
Subject to Paragraph 2(f), neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned, as between
each Consultant and the Company, without the express written consent of such Consultant and the Company. Any purported assignment in
violation of the foregoing sentence shall be null and void.



 


		11.	GOVERNING
LAW. This Agreement and all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by, and construed in accordance with, the laws of the State of New York (“New York”) without giving effect to
any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of New York to the
rights and duties of the Parties hereunder.



 


		12.	ARBITRATION.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity
hereof, shall be submitted to arbitration upon the request of any Party with notice to the other Party. The arbitration shall be conducted
in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC
Administered Arbitration Rules then in effect, which rules are deemed to be incorporated by reference into this Paragraph 13. There shall
be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days
after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified
to practice law in New York. If either Party to the arbitration does not appoint an arbitrator who has consented to participate within
the aforementioned 30-day period, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall
be conducted in English. Each Party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now
or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction
of the HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing Parties,
and any Party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any Party to the dispute shall
be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of
the arbitral tribunal.



 






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		13.	VALIDITY.
If any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity enforceability of any other paragraph, sentence, term and provision hereof. To the extent
required, any paragraph, sentence, term or provision of this Agreement may be modified by the Parties hereto by written amendment to
preserve its validity.



 


		14.	NON-DISCLOSURE
OF TERMS. The terms of this Agreement shall be kept confidential, and no Party, representative, attorney or family member shall reveal
its contents to any third party except as required by law or as necessary to comply with law or preexisting contractual commitments.



 


		15.	ENTIRE
AGREEMENT. This Agreement contain the entire understanding of the Parties and cannot be altered or amended except by an amendment
duly executed by all of the Parties. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and personal
representatives of the Parties.



 


		16.	EXECUTION
IN COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute but one and the same instrument. Signatures in the form of facsimile or electronically imaged
“PDF” shall be deemed to be original signatures for all purposes hereunder.



 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date first written above.


 


(Signature
Pages Follow)


 






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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first above written.


 


	THE COMPANY:
	 	 	 
	Dragon Victory International Limited
	 
	By:	/s/ Liu Limin	 
	Name:	 Liu Limin	 
	Title:	Chairman & CEO	 


 


[Signature
Page to CONSULTING AND WARRANT ISSUANCE AGREEMENT]


 






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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first above written.


 


	THE CONSULTANTS:
	 	 	 
	By:	/s/ Xianqun
    Hu	 
	Name:	Xianqun Hu	 


 


	By:	/s/ Ying Cai	 
	Name:	 Ying Cai	 


 


	By:	/s/ Jiarui
    Li	 
	Name:	 Jiarui Li	 


 


	By:	/s/ Ailing
    Zhang	 
	Name:	 Ailing Zhang	 


 


[Signature
Page to CONSULTING AND WARRANT ISSUANCE AGREEMEN]


 


 


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