Exhibit 4.1


 


WAIVER
AGREEMENT


 


This
Waiver Agreement (this “Agreement”) is entered into as of the 23rd day of November, 2019, by and between BOQI
International Medical Inc., a Delaware corporation with offices located at Room 3601, Building A, Harbour View Place, No. 2 Wuwu
Road, Zhongshan District, Dalian, Liaoning Province, P. R. China, 116000 (the “Company”) and the investor signatory
hereto (the “Holder”), with reference to the following facts:


 


A.
Reference is made to (i) that certain Securities Purchase Agreement, dated May 18, 2020 (the “Securities Purchase
Agreement”), by and among the Company, the Holder and the other investor party thereto (the “Other
Holders”), pursuant to which, among other things, the Holder acquired certain senior secured convertible notes (the
“Notes”) and warrants (the “Warrants”), and (ii) that certain Registration Rights
Agreement, dated June 2, 2020 (the “Registration Rights Agreement”), by and among the Company, the Holder
and the Other Holders. Capitalized terms used but not defined herein shall have the meaning set forth in the Securities
Purchase Agreement.


 


B.
The Company currently desires to obtain the waiver, effective as of the date hereof, of the Company’s obligations under
Section 2(a) of the Registration Rights Agreement to file a Registration Statement registering the resale of the Initial Conversion
Shares (the “Waiver”).


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Company and the Holder
agree as follows:


 


1. Waiver.
The Holder hereby agrees to the Waiver in its capacity as a holder of one or more Notes and Warrants and, upon the
Company’s receipt of waivers from the Required Holders (as defined in the Registration Rights Agreement) (the
“Waiver Date”), the Waiver shall be effective as of the date hereof. The Company and the Holder hereby
acknowledge and agree that the Waiver shall have no effect on the Company’s remaining obligations under Section 2(a) of
the Registration Rights Agreement to file a Registration Statement registering the Additional Conversion Shares and the
Warrant Shares on or prior to thirty (30) calendar days after the earlier to occur of (i) the Additional Closing Date and (y)
the Additional Closing Expiration Date.


 


2. Holding
Period. The Company acknowledges and agrees that, effective as of the December 2, 2020 (assuming the Holder is not an
affiliate of the Company and no Current Public Information Failure (as defined in the Registration Rights Agreement) then
exists) (i) upon issuance in accordance with the terms of the Initial Notes, the Initial Conversion Shares will be eligible
to be resold by the Holder pursuant to Rule 144, (ii) upon issuance in accordance with the terms of the Warrants (assuming a
cashless exercise thereof), the Warrant Shares will be eligible to be resold by the Holder pursuant to Rule 144, (iii) the
Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the Initial
Conversion Shares or, assuming a cashless exercise of the Warrants, the Warrant Shares, as applicable, becoming ineligible to
be resold by the Holder pursuant to Rule 144 and (iv) in connection with any resale of Initial Conversion Shares or, assuming
a cashless exercise of the Warrants, the Warrant Shares, as applicable, pursuant to Rule 144, the Holder shall solely be
required to provide reasonable assurances that such Initial Conversion Shares or, assuming a cashless exercise of the
Warrants, such Warrant Shares, as applicable, are eligible for resale, assignment or transfer under Rule 144, which shall not
include an opinion of Holder’s counsel. The Company shall be responsible for any transfer agent fees or DTC fees or
legal fees of the Company’s counsel with respect to the removal of legends, if any, or issuance of Initial Conversion
Shares and/or Warrant Shares, as applicable.


 






     


     


    

 


3. Limitation
of Waiver. The Waiver set forth in this Agreement constitutes a one- time waiver and is limited to the matters
expressly waived herein and should not be construed as an indication that the Holder would be willing to agree to any future
modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or any
modifications to, consents of, or waiver of any default that may exist or occur thereunder.


 


4. Ratifications.
Except as otherwise expressly provided herein, each of the Transaction Document is, and shall continue to be, in full force
and effect and is hereby ratified and confirmed in all respects.


 


5. Disclosure
of Transaction. The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the first business day
after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated
hereby in the form required by the 1934 Act and attaching the form of this Agreement as an exhibit to such filing (including
all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have
disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its
Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of
the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any
agreement with respect to the transactions contemplated hereby or as otherwise disclosed in the 8-K Filing, whether written
or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees
or agents, on the one hand, and any of the Holder or any of their affiliates, on the other hand, shall terminate. Neither the
Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with respect to the
transactions contemplated hereby; provided, however, the Company shall be entitled, without the
prior approval of the Holder, to make a press release or other public disclosure with respect to such transactions (i) in
substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and
regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection with any such
press release or other public disclosure prior to its release). Without the prior written consent of the Holder (which may be
granted or withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall not (and
shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing, announcement,
release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the
contrary would otherwise be true, the Company expressly acknowledges and agrees that the Holder shall not have (unless
expressly agreed to the Holder after the date hereof in a written definitive and binding agreement executed by the Company
and the Holder (it being understood and agreed that no Other Holder may bind the Holder with respect thereto)), any duty of
confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the
Company or any of its Subsidiaries.


 


6. Fees. The
Company shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the Holder), on demand, for all reasonable,
documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without
limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection
with the transactions contemplated thereby) in an aggregate amount not to exceed $2,500.


 






    2


     


    

 


7. Independent
Nature of Holder's Obligations and Rights. The obligations of the Holder under this Agreement are several and not
joint with the obligations of any Other Holder, and the Holder shall not be responsible in any way for the performance of the
obligations of any Other Holder under any other agreement (each, an “Other Agreement”). Nothing contained
herein or in any Other Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder
and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or any Other Agreement and the Company acknowledges that, to the best of its
knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or any Other Agreement. The Company and the Holder confirm that the Holder has
independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and
advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party
in any proceeding for such purpose.


 


8. Most
Favored Nations. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none
of the terms offered to any Other Holder with respect to the Waiver (each an “Settlement Document”), is or
will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this
Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company
shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions of
this Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an
economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or
conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at
any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the
term or condition contained in this Agreement shall apply to the Holder as it was in effect immediately prior to such
amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of
this Section 8 shall apply similarly and equally to each Settlement Document.


 


9. Miscellaneous
Provisions. Section 9 of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis
mutandis.


 


[The
remainder of the page is intentionally left blank]


 






    3


     


    

 





IN
WITNESS WHEREOF, the Holder and the Company have executed this Agreement as of the date set forth on the first page of this
Agreement.


 


	 	COMPANY:
	 	 	 
	 	BOQI INTERNATIONAL MEDICAL INC.
	 	 	 
		By:	               
	 	Name:	 
	 	Title:	 



 



     


     


    

 


IN
WITNESS WHEREOF, Holder and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.


 


	 	HOLDER:
	 	 	 
		By:	               
	 	Name:	 
	 	Title: