Exhibit 10.4


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of May 25 , 2022 (the “Execution Date”), between Borqs
Technologies, Inc., a company incorporated in the British Virgin Islands (the “Company”), and the investors listed
on the Buyer Schedules attached hereto (collectively, “Buyer”).


 


RECITALS


 


A. The
Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by
Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 903 of Regulation S (“Regulation S”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.


 


B.  Buyer
wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) 10% convertible unsecured
notes in the form attached hereto as Exhibit A (each, a “Convertible Note,” and with any Additional Note
(as defined below), collectively, the “Convertible Notes”) convertible into Ordinary Shares in an aggregate amount
as set forth on the Buyer Schedules; and (ii) warrants, in the form attached hereto as Exhibit B (with any Additional Warrants
(as defined below), collectively, the “Warrants”), to acquire up to the aggregate number of Ordinary Shares set forth
on the Buyer Schedules. “Conversion Shares” means all or a portion of the total number of Ordinary Shares issuable
upon full exercise of the Convertible Notes. “Warrant Shares” means all or a portion of the total number of Ordinary
Shares issuable upon full exercise of the Warrants.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Buyer hereby agree as follows:


 


		1.	PURCHASE AND SALE OF CONVERTIBLE NOTE AND WARRANTS.



 


(a) Convertible
Note and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall
issue and sell to Buyer, and Buyer shall purchase from the Company on the Closing Date (as defined below), Convertible Notes in original
principal amounts as is set forth on the Buyer Schedules, along with Warrants to initially acquire up to the aggregate number of Warrant
Shares as is set forth on the Buyer Schedules.


 


(b) Closing.
The closing (the “Closing”) of the purchase of the Convertible Notes by the Buyer shall occur as contemplated by this
Agreement. Subject to the conditions set forth in this Agreement and the termination provisions hereof, the Closing shall be held on the
date hereof, at which the Convertible Notes and Warrants set forth on the Buyer Schedule for the Closing shall be purchased and sold (the
“Closing Date”).


 


(c) Closing
Payment. The aggregate purchase price for the Convertible Note and the Warrants to be purchased by Buyer at the Closing (each, a “Closing
Payment”) shall be paid at the Closing and in the amount as set forth on the Buyer Schedules.


 






     


     


    

 


(d) Payment
of Closing Payment; Delivery of Securities. On the Closing Date, (i) Buyer shall pay the applicable Closing Payment to the Company
for the respective Securities to be issued and sold to Buyer at such Closing, by wire transfer of immediately available funds in accordance
with the Company’s written wire instructions and (ii) the Company shall issue to Buyer the Convertible Notes (pursuant to which
Buyer initially shall have the right to acquire up to the aggregate number of Conversion Shares as is set forth on the Buyer Schedules
in respect of such Convertible Notes) and the Warrants (pursuant to which Buyer initially shall have the right to acquire up to the aggregate
number of Warrant Shares as is set forth on the Buyer Schedules in respect of such Warrants) as set forth on the Buyer Schedules, in all
cases, duly executed on behalf of the Company and registered in the name of Buyer or its designee, all as set forth on the Buyer Schedules.


 


(e) Beneficial
Ownership Limitation. The Company shall not issue and Buyer shall not accept any Ordinary Shares under the Transaction Documents,
and Buyer shall not otherwise purchase Ordinary Shares or securities exercisable or exchangeable for or convertible into Ordinary Shares
from any party, in the public market or otherwise, if such shares proposed to be sold or otherwise issued, or the Ordinary Shares proposed
to be purchased or issuable upon exercise, exchange or conversion of the securities proposed to be purchased (after giving effect to any
limitation on exercise, exchange or conversion therein), when aggregated with all other Ordinary Shares then owned beneficially (as calculated
pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by Buyer and its affiliates, constitute more than
the Maximum Percentage of the then issued and outstanding Ordinary Shares. The number of Ordinary Shares constituting the Maximum Percentage
determination shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. For the
avoidance of doubt, any such Ordinary Shares that are determined at any time to cause Buyer’s beneficial ownership of Ordinary Shares
to exceed the Maximum Percentage upon issuance shall be issued to Buyer at such later time to the extent such issuance would not cause
Buyer’s beneficial ownership of Ordinary Shares to exceed the Maximum Percentage.


 


(f) Taxes.
The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any
Securities to the Buyer made under this Agreement or the other Transaction Documents (as defined below).


 


		2.	BUYER’S REPRESENTATIONS AND WARRANTIES.



 


Buyer represents and warrants
to the Company, on behalf of itself, that:


 


(a) Organization;
Authority. Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which
it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b) No
Public Sale or Distribution. Buyer (i) is acquiring, or will acquire, the Convertible Notes and Warrants, (ii) upon conversion
of its Convertible Note, will acquire the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise of its Warrants,
will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for
resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales
registered or exempted under the 1933 Act; provided, however, by making the representations herein, Buyer does not agree, or make any
representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of
the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Buyer does not
presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities
in violation of applicable securities laws.


 






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(c) Accredited
Investor Status. Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.


 


(d) Reliance
on Exemptions. Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws, that the offer and sale of the Securities are intended to
be exempt from the registration requirements of the 1933 Act pursuant to Rule 903 of Regulation S under the 1933 Act, and that the Company
is relying in part upon the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to
acquire the Securities.


 


(e) No
Governmental Review. Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f) Transfer
or Resale. Buyer acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities cannot be sold, assigned,
transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or
possessions, unless such Securities are registered for sale in the United States pursuant to an effective registration statement under
the 1933 Act or another exemption from such registration is available. Without limiting the foregoing, Buyer understands and agrees that:
(i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered
for sale, sold, assigned, transferred, conveyed or pledged unless (A) subsequently registered under the 1933 Act and applicable states
securities laws,  (B) the sale, assignment or transfer is made outside the United States to a non-U.S. Person in accordance with
the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (C) such Securities to be sold,
assigned or transferred may be sold, assigned or transferred pursuant to any other exemption from registration under the 1933 Act and
applicable state securities laws, or (D) the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned
or transferred pursuant to Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144A”);
(ii) any sale of the Securities made in reliance on Rule 144A may be made only in accordance with the terms of Rule 144A, and further,
if Rule 144A is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below)
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company
nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder.


 






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(g) Validity;
Enforcement. The execution and delivery of the Transaction Documents and the consummation by Buyer of the transactions contemplated
hereby and thereby have been duly and validly authorized by all necessary action on the part of Buyer and no further consent or authorization
of Buyer or its members is required. Each Transaction Document has been duly executed by Buyer and when delivered in accordance with terms
hereof and thereof, constitutes the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(h) No
Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated
hereby will not (i) result in a violation of the organizational documents of Buyer, (ii) 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 to which Buyer is a party or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Buyer, except in the case
of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder.


 


(i) Experience
of Buyer. Buyer has such knowledge, sophistication and experience in business and financial matter 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. Buyer
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.


 


(j) Information.
Buyer and its advisors, if any, acknowledge that they have been furnished with or provided access via EDGAR to the Company’s
most recent Annual Report on Form 20-F and current reports on Form 6-K. Buyer and its advisors, if any, have been afforded the opportunity
to ask questions of, and receive answers from, the Company concerning the offer and sale of the Securities and to obtain any additional
information Buyer has requested which is necessary to verify the accuracy of the information furnished to Buyer concerning the Company
and such offering. Buyer understands that its investment in the Securities involves a high degree of risk. Buyer has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
Buyer acknowledges that Buyer is basing its decision to invest in the Securities solely upon the information contained in the Transaction
Documents, the Company’s most recent Annual Report on Form 20-F and current reports on Form 6-K, and its own due diligence and,
except as specifically set forth in this Agreement, has not based its investment decision upon any representations made by any Person
(as defined below).


 






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(k) Foreign
Corrupt Practices. Neither Buyer, nor any of its Subsidiaries or affiliates, nor to the knowledge of Buyer, any of its directors,
officers, agents, employees, members or other Persons acting on behalf of Buyer or any its Subsidiaries or affiliates has, in the course
of its actions for, or on behalf of, Buyer or any of its Subsidiaries or affiliates (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment of any foreign or domestic government official or employee.


 


(l) General
Solicitation. Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding
the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or advertisement.


 


 (m) Patriot Act Representations.




 


(i) Buyer
represents that all evidence of identity provided is genuine and all related information furnished is accurate.


 


(ii) Buyer
hereby acknowledges that the Company seeks to comply with all applicable anti-money laundering laws and regulations. In furtherance of
such efforts, Buyer hereby represents and agrees that: (1) no part of the funds used by Buyer to acquire the Securities have been, or
shall be, directly or indirectly derived from, or related to, any activity that may contravene federal, state, or international laws and
regulations, including anti-money laundering laws and regulations; and (ii) no payment to the Company by Buyer shall cause the Company
to be in violation of any applicable anti-money laundering laws and regulations including without limitation, the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Executive Order 13224
(2001) (the “Patriot Act”) issued by the President of the United States and the U.S. Department of the Treasury Office of
Foreign Assets Control (“OFAC”) regulations.


 


(iii) Buyer
represents and warrants that the amounts to be paid by Buyer to the Company will not be directly or indirectly derived from activities
that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Buyer
represents and warrants that, to the best of its knowledge, none of: (a) Buyer; (b) any person controlling or controlled by Buyer; or
(c) any person having a beneficial interest in Buyer is (i) a country, territory, individual or entity named on a list maintained by OFAC,
(ii) a person prohibited under the OFAC Programs, (iii) a senior foreign political figure,1
or any immediate family member2 or close
associate3 of a senior foreign political
figure as such terms are defined in the footnotes below or (iv) a “foreign shell bank” within the meaning of the U.S. Bank
Secrecy Act (31 U.S.C. §5311 et seq.), as amended (the “Bank Secrecy Act”) and the regulations promulgated thereunder
by the U.S. Department of the Treasury.


 





 



		1	A “senior foreign political figure” is defined
as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected
or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition,
a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.



		2	“Immediate family” of a senior foreign political
figure typically includes the figure’s parents, siblings, spouse, children and in-laws.



		3	A “close associate” of a senior foreign political
figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure,
and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the
senior foreign political figure.



 






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(iv) Buyer
further represents and warrants that Buyer: (i) has conducted thorough due diligence with respect to all of its beneficial owners, (ii)
has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (iii) will retain
evidence of any such identities, any such source of funds and any such due diligence.


 


(v) Neither
Buyer nor any person directly or indirectly controlling, controlled by or under common control with Buyer is a person identified as a
terrorist organization on any relevant lists maintained by governmental authorities.


 


(vi) Buyer
agrees to provide the Company all information that may be reasonably requested to comply with applicable laws and regulations of any applicable
jurisdiction, or to respond to requests for information concerning the identity of Buyer from any governmental authority, self-regulatory
organization or financial institution in connection with its anti-money laundering compliance procedures, or to update such information.
Buyer agrees to notify the Company promptly if there is any change with respect to the representations and warranties provided herein.
Buyer consents to the disclosure to regulators and law enforcement authorities by the Company and its affiliates and agents of any information
about Buyer or its constituents as the Company reasonably deems necessary or appropriate to comply with applicable anti-money laundering,
anti-terrorist and asset control laws, regulations, rules and orders.


 


 (n) Regulation S Representations. The Buyer hereby acknowledges and agrees that:




 


(i) it
is not in the United States and is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the 1933 Act
(a “U.S. Person”);


 


(ii) the
Securities were not offered to the Buyer in the United States and at the time its buy order was made, it was outside the United States;


 


(iii) this
Agreement was delivered to, completed, executed and delivered by, the Buyer (or its authorized signatory) outside the United States;


 


(iv) the
Buyer is not a “distributor” of securities, as that term is defined in Regulation S under the 1933 Act, nor a dealer in securities,
and is not purchasing the Securities for the account or benefit of, directly or indirectly, any U.S. Person;


 









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(v) the
current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to evade the registration
requirements of the 1933 Act; and


 


(vi) it
has not purchased the Securities as a result of any form of “directed selling efforts” (as such term is used in Regulation
S under the 1933 Act) or “general solicitation” or “general advertising” (as such terms are used under Rule 502(c)
of Regulation D promulgated under the 1933 Act), including, but not limited to, any advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television or the Internet, or any seminar
or meeting whose attendees have been invited by general solicitation or general advertising.


 


(o) Certain
Trading Activities. The Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding
with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined
below) or hedging transactions involving any securities of the Company or any other transaction that transfers some or all of the economic
or other risk of ownership of securities of the Company, including any forward contract, equity swap, put or call, put or call equivalent
position, collar, non-recourse loan, or similar transaction) during the period commencing as of the time that the Buyer was first contacted
regarding the specific investment in the Company contemplated by this Agreement and ending immediately prior to the execution of this
Agreement by the Buyer. “Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation
SHO under the Securities Exchange Act of 1934, as amended (the “1934 Act”).


 


		3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


The Company represents and
warrants to the Buyer the matters set forth in this Section 3. These representations and warranties are current as of the date of this
Agreement, except to the extent that a representation or warranty expressly states that such representation or warranty is current only
as of an earlier date. If any information is so reflected as of an earlier date, there have been no material changes since such date to
the date hereof.


 


(a) Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good standing
under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and
to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries
is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified
or be in good standing would not have a Material Adverse Effect. Except as provided on Exhibit 8.1 to the Company’s most recent
Annual Report on Form 20-F, the Company has no material Subsidiaries.


 






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(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement
and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery
of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Convertible Notes and the issuance of the Warrants and the reservation
for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes and issuance of the Warrant Shares issuable
upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent
or authorization is required by the Company, its board of directors or its shareholders or other governing body of the Company (other
than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities). This Agreement
has been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and
except as rights to indemnification and to contribution may be limited by federal or state securities law.


 


(c) Issuance
of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon
the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreement, the
Convertible Notes and Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with
their terms. The issuance of the Conversion Shares is duly authorized, and upon issuance in accordance with the Convertible Notes, the
Conversion Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens,
charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws), with the holders being
entitled to all rights accorded to a holder of Ordinary Shares. The issuance of the Warrant Shares is duly authorized, and upon issuance
in accordance with the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable and free from all preemptive
or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities
laws), with the holders being entitled to all rights accorded to a holder of Ordinary Shares. As of the Closing, the Company shall have
reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable
upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth
therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any
limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer
in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance
in accordance with the terms of this Agreement, Buyer will have good and marketable title to the Securities.


 






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(d) No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes, the Conversion
Shares, the Warrants and the Warrant Shares and the reservation for issuance of the Conversion Shares and the Warrant Shares) will not
(i) result in a violation of the Memorandum of Association of the Company (including, without limitation, any certificate of designation
contained therein) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company or any
of its Subsidiaries or bylaws or operating agreements of the Company or any of its Subsidiaries, (ii) 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 to which the Company or any of its Subsidiaries is a party or
(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and
state securities laws and regulations and the rules and regulations of the Principal Market or by which the Ordinary Shares or any property
or asset of the Company is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that could
not reasonably be expected to have a Material Adverse Effect.


 


(e) Consents.
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration
with any court, governmental agency or any regulatory or self-regulatory agency or any other Person (other than the filing required notices
and/or applications to the Principal Market for the issuance and sale of the Securities) in order for it to execute, deliver or perform
any of its respective obligations under, or contemplated by, the Transaction Documents, in each case, in accordance with the terms hereof
or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain at or prior to the
applicable Closing have been obtained or effected on or prior to the applicable Closing Date, and the Company is not aware of any facts
or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated
by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has no knowledge of any
facts or circumstances which could reasonably lead to suspension of the listing or trading of the Ordinary Shares in the foreseeable future.
There is no requirement for the Company to obtain approval of the Principal Market for listing or trading of Ordinary Shares.


 


(f) Acknowledgment
Regarding Buyer’s Purchase of Securities. Buyer is not (i) an officer or director of the Company, (ii) an affiliate (as defined
in Rule 405 of the 1933 Act) of the Company (an “Affiliate”) or (iii) to the Company’s knowledge, a “beneficial
owner” (as defined for purposes of Rule 13d-3 of the 1934 Act) of more than 10% of the Ordinary Shares. The Company’s decision
to enter into the Transaction Documents has been based on its and its representative’s independent evaluation of the transactions
contemplated hereby and the Company has neither been induced by, nor has it relied upon, any representation, warranty, covenant or statement
(written or oral), whether express or implied, made by Buyer except those that are expressly set forth in this Agreement.


 


(g) No
General Solicitation; Placement Agent’s Fees. None of the Company, any of its Affiliates, or any Person acting on the behalf
of the Company or any of its Affiliates, has engaged in any form of general solicitation or general advertising (within the meaning of
Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any of its placement
agent’s fees, financial advisory fees, or brokers’ commissions, relating to or arising out of the transactions contemplated
hereby.


 


(h) No
Integrated Offering. None of the Company, any of its Affiliates, or, to the knowledge of the Company, any Person acting on the behalf
of the Company or any of its Affiliates has, directly or indirectly, made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act,
whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of shareholders
of the Company under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of
any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None
of the Company, any of its Affiliates, or, to the knowledge of the Company, any Person acting on the behalf of the Company or any of its
Affiliates will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or
cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.


 









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(i) Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares may increase in certain circumstances.
The Company further acknowledges that, except to the extent an issuance would exceed the beneficial ownership limitation in Section 1(e)
of this Agreement, its obligation to issue the Conversion Shares upon conversion of the Convertible Notes and the Warrant Shares upon
exercise of the Warrants in accordance therewith and with this Agreement is absolute and unconditional, regardless of the dilutive effect
that such issuance may have on the ownership interests of other shareholders of the Company.


 


(j) 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 Memorandum of Association,
bylaws or other organizational documents of the Company or any of its Affiliates or the laws of the jurisdiction of its incorporation
or otherwise which is or could become applicable to Buyer as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and Buyer’s ownership of the Securities. 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 Affiliates.


 


(k) SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the
1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).
As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were
filed with the SEC, 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. As
of its dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing.
Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during
the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case
of unaudited interim statements, to the extent they may exclude the footnotes or may be condensed or summary statements) and fairly present
in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material,
either individually or in the aggregate). No other information provided by or on behalf of the Company to Buyer which is not included
in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the
statements therein not misleading, in the light of the circumstance under which they are or were made.


 


(l) Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 20-F, except
as disclosed in the SEC Documents filed subsequent to such 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), or condition (financial or otherwise)
of the Company and 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 material assets outside of
the ordinary course of business or (iii) made any material 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. Neither the Company nor any of its Subsidiaries
has 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 is not, and after giving effect to the transactions
contemplated hereby to occur at the Closing will not be, Insolvent (as defined below). The Company has not 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 remaining assets constitute
unreasonably small capital.


 









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(m) No
Undisclosed Events, Liabilities, Developments or Circumstances. Since January 1, 2021, no event, liability, development or circumstance
has occurred or exists, or is reasonably expected to occur or exist with respect to the Company or any of its Subsidiaries or any of their
respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise)
that would have a Material Adverse Effect on the Company.


 


(n) Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under
its organizational documents including its Memorandum of Association, bylaws, certificate of formation, any other organizational charter,
any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries,
respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance,
rule or regulation applicable to the Company or any of its Subsidiaries, and the Company will not conduct its business in violation of
any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse
Effect. Without limiting the generality of the foregoing, except as disclosed in the SEC Documents, the Company is not in violation of
any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably
lead to suspension of the listing or trading of the Ordinary Shares by the Principal Market in the foreseeable future. Since August 18,
2017, (i) the Ordinary Shares has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not been
suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents, the Company has received no communication,
written or oral, from the SEC or the Principal Market regarding the suspension of the trading or listing of Ordinary Shares from the Principal
Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory
authorities necessary to conduct their businesses, except where the failure to possess such certificates, authorizations or permits would
not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any
notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.


 


(o) Foreign
Corrupt Practices. Neither the Company nor any of its Subsidiaries nor to the knowledge of the Company, any director, officer, agent,
employee or other Person acting on behalf of the Company or any of its Subsidiaries (as applicable) has, in the course of its actions
for, or on behalf of, the Company or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any
foreign or domestic government official or employee.


 


(p) Sarbanes-Oxley
Act. Except as set forth in the SEC Documents, the Company and each of its Subsidiaries is in material compliance with all
applicable requirements of the Sarbanes-Oxley Act of 2002 and all applicable rules and regulations promulgated by the SEC thereunder.


 


(q) Transactions
With Affiliates. Except as provided in the SEC Documents, none of the officers, directors, employees or Affiliates of the Company
is presently a party to any transaction with the Company (other than for ordinary course services as employees, officers or directors
and immaterial transactions), 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, or otherwise requiring payments to or from any such officer, director, employee
or Affiliate or, to the knowledge of the Company, any corporation, partnership, trust or other Person in which any such officer, director,
employee or Affiliate has a substantial interest or is an employee, officer, director, trustee or partner.


 






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(r) Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of an unlimited number of Ordinary
Shares, of which, 277,449,050 Ordinary Shares are issued and outstanding and [ ] are reserved for issuance pursuant to Convertible Securities
(as defined below) (other than the Convertible Notes and Warrants). No Ordinary Shares are held in treasury. All of such outstanding shares
are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as provided
in the SEC Documents, (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary
Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have
been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including
“blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes of federal securities
laws); (ii) the Company’s capital stock and the capital stock of its Subsidiaries are not subject to preemptive rights or any other
similar rights or any Liens; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of
any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock
of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional capital stock or options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock
of the Company or any of its Subsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan
maintained); (iv) there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries
is or may become bound; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company
or any of its Subsidiaries; ; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which
contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither
the Company nor any of its Subsidiaries has stock appreciation rights or “phantom stock” plans or agreements or any similar
plan or agreement; and (ix) the Company does not have any liabilities or obligations required to be disclosed in the SEC Documents which
are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which
does not or could not have a Material Adverse Effect. The SEC Documents contain true, correct and complete copy of the Company’s
charter as in effect on the date hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, Ordinary
Shares and the material rights of the holders thereof.


 


(s) Indebtedness
and Other Contracts. Except as disclosed in the SEC Documents, each of the Company and its Subsidiaries (i) does not have any material
outstanding Indebtedness, Indebtedness secured by any Lien on any assets of the Company or any of its Subsidiaries or other material debt
obligations, (ii) is not a party to any contract, agreement or instrument, the violation of which, or default under which, by the other
party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is not
in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such
violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, and (iv) is not a party to any
contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers,
has or is expected to have a Material Adverse Effect. The Company has no current intention or expectation to file for reorganization or
liquidation under the bankruptcy or reorganization laws of any jurisdiction.


 






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(t) Absence
of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries, the Ordinary Shares or any of the Company’s or its Subsidiaries’
executive officers or directors which would be reasonably likely to adversely affect the transactions contemplated by this Agreement or
would require disclosure in the SEC Documents, except as otherwise disclosed in the SEC Documents. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any
current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act.


 


(u) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and the Company
has no reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


(v) Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement nor does it employ any
member of a union. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company
or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such
Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company,
no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any
material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement,
or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key
employee (as the case may be) 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 federal, state, local and foreign laws and regulations respecting
labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure
to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 






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(w) Title.
The Company and its Subsidiaries have good and marketable title to (i) all real property owned by it and (ii) all personal property, owned
by them which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all Liens, encumbrances
and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to
be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company
and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.


 


(x) Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses,
approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor
(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and as presently
proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual Property Rights have expired, terminated
or been abandoned, or are expected to expire, terminate or be abandoned, within three years from the date of this Agreement, which could
reasonably be expected to result in a Material Adverse Effect. The Company has no knowledge of any material infringement by the Company
or any of its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or
to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding
their Intellectual Property Rights and which would reasonably be expected to have a Material Adverse Effect. The Company is not aware
of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company
and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their
Intellectual Property Rights, except where failure to take such measures would not, either individually or in the aggregate, reasonably
be expected to materially affect the value of their respective Intellectual Property Rights.


 


(y) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as defined below), (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 of the foregoing clauses (i), (ii)
and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(z) Subsidiary
Rights. The Company or one of its Subsidiaries has unrestricted right to vote, and (subject to limitations imposed by applicable law)
to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


 


(aa) Tax Status.
Except as set forth in the SEC Documents, each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and
state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely
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, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except in each
case where the failure to file, pay or set aside could not be reasonably expected to have a Material Adverse Effect. 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 and it Subsidiaries
know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company,
as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 






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(bb) Internal
Accounting and Disclosure Controls. Except as disclosed in the SEC Documents, the Company and each of its Subsidiaries maintains
internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence
of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken
with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under
the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or
submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of
the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including
its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions
regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant
or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial
reporting of the Company or any of its Subsidiaries. There are no material disagreements presently existing, or reasonably anticipated
by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company.


 


(cc) 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 the SEC Documents and is not
so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd) Investment Company
Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”
an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms
are defined in the Investment Company Act of 1940, as amended.


 






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(ee) Manipulation
of Price. The Company has not, and, to the knowledge of the Company, no Person acting on its 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 to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company.


 


(ff) No Disqualification
Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the
Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting
equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act)
connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any
of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care
to determine whether any Issuer Covered Person is subject to a Disqualification Event.


 


(gg) Transfer Taxes.
On the applicable Closing Date, all stock 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 Securities to be sold to Buyer 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.


 


(hh) Shell Company Status.
The Company is not an issuer identified in Rule 144(i)(1)(i), the Company has ceased to be an issuer described in Rule 144(i)(1)(i) and
the Company meets all of the requirements under Rule 144(i)(2), including that more than one year has elapsed from the date that the Company
filed “Form 10 information” with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph
144(i)(1)(i).


 


(ii) Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible
personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its
Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment
are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in
need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s
and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its
Subsidiaries owns all of its Fixtures and Equipment free and clear of all Encumbrances except for (a) Liens for current taxes not yet
due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.


 


(jj) Illegal or Unauthorized
Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge
(after reasonable inquiry of its executive officers and directors), any of the officers, directors, employees, agents or other representatives
of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any of its Subsidiaries
is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property,
or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person or (b) to any political organization,
or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving
the direct or indirect use of funds of the Company or any of its Subsidiaries.


 






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(kk) Money Laundering.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable
U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders
and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, without limitation, (i) Executive Order 13224
of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


(ll) Reserved.


 


(mm) Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided Buyer or their agents or counsel with any
information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or
any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.
The Company understands and confirms that Buyer will rely on the foregoing representations in effecting transactions in securities of
the Company. All disclosure provided to the Buyer regarding the Company, its Subsidiaries, their respective businesses and the transactions
contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is
true and correct in all material respects 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.
Each press release issued by the Company during the twelve (12) months preceding the date of this Agreement did not at the time of release
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 the light of the circumstances under which they are made, not misleading. No event or circumstance has
occurred or information exists with respect to the Company or any of its Subsidiaries or their respective businesses, properties, liabilities,
prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation,
requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The
Company acknowledges and agrees that Buyer makes no and has not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 2.


 









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		4.	COVENANTS.



 


(a) Reserved.


 


(b) Reporting
Period. Until the date on which the Buyer shall have sold all of the Securities (the “Reporting Period”), the Company
shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an
issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require
or otherwise permit such termination.


 


(c) Use
of Proceeds. The Company shall use the proceeds from the sale of the Securities for general corporate purposes.


 


(d) Financial
Information. The Company agrees to send the following to Buyer during the Reporting Period unless the following are filed with
the SEC through EDGAR and are available to the public through the EDGAR system, (i) within one (1) Business Day after the filing thereof
with the SEC, a copy of its Annual Reports on Form 20-F and any interim reports or any consolidated balance sheets, income statements,
stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 6-K and
any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release
thereof, facsimile copies of all press releases issued by the Company and (iii) copies of any notices and other information made available
or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.


 


(e) Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Securities consisting
of Ordinary Shares upon each trading market and national securities exchange and automated quotation system, if any, upon which the Ordinary
Shares is then listed or designated for quotation (as the case may be) (so that all such Securities consisting of Ordinary Shares may
be traded on the foregoing, subject to official notice of issuance) (but in no event later than the Closing) and shall maintain such listing
or designation for quotation (as the case may be) of all Securities from time to time issuable under the terms of the Transaction Documents
on such national securities exchange or automated quotation system. The Company shall maintain the Ordinary Share’s listing or designation
for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market,
the Nasdaq Global Market or the Nasdaq Capital Market (each, an “Eligible Market”). The Company shall not take any
action which could be reasonably expected to result in the delisting or suspension of the trading or listing of Ordinary Shares on an
Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(e).


 


(f) Fees.
The Company shall be responsible for the payment of any transfer agent fees, DTC fees or broker’s commissions, relating to or arising
out of the issuance and sale of the Securities by the Company as contemplated hereby. The Company shall pay, and hold Buyer harmless against,
any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in
connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this
Agreement shall bear its own expenses in connection with the sale of the Securities to Buyer.


 









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(g) Reserved.


 


(h) Disclosure
of Transactions and Other Material Information. The Company shall file a Current Report on Form 6-K describing all the material terms
of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction
Documents (including, without limitation, this Agreement and the form of each of the Warrants) (including all attachments, the “6-K
Filing”). From and after the date of the 6-K Filing, the Company shall have disclosed all material, non-public information (if
any) delivered to Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents
not to, provide Buyer with any material, non-public information regarding the Company from and after the date of the 6-K Filing without
the express prior written consent of Buyer. Subject to the foregoing, neither the Company nor Buyer 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 Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial
conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that
Buyer 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 Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of Buyer in
any filing (other than the 6-K Filing or any filing that incorporates language from the 6-K Filing and other than as required by applicable
law or rules and regulations), 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, from and after
the Execution Date, and except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by Buyer after the date
hereof in a written definitive and binding agreement executed by the Company and Buyer), any duty of confidentiality with respect to,
or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries (as applicable) that Buyer receives
from the Company, any of its Subsidiaries or any of its or its officers, directors, employees, shareholders or agents.


 


(i) Right
to Additional Note Purchases. From the Execution Date until that date which six (6) months from the date on which the Securities are
eligible for sale under the procedures of Regulation S, Buyer shall have the right, but not the obligation, at any time from time to time,
in its sole and absolute discretion to purchase additional convertible notes from the Company up to a principal amount equal to the aggregate
of all Closing Payments paid by Buyer hereunder (each an “Additional Note” and collectively the “Additional
Notes”) on the same terms and conditions as applicable to the purchase and sale of the Convertible Note (each a “Additional
Note Purchase” and collectively “Additional Note Purchases”). Buyer may exercise such right by the delivery
of written notice to the Company, which notice shall include a statement that the Buyer is exercising its right to an Additional Note
Purchase, the principal amount of the Additional Note to be purchased by such Buyer, and the date on which such purchase and sale shall
occur (“Additional Note Closing”), which Additional Note Closing shall occur within five (5) days following such notice
by such Buyer, or such other date mutually agreed upon by the Buyer and Company. The terms and conditions of any Additional Note Purchase
shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Note, including without
limitation each Additional Note will be in the form attached hereto as Exhibit A, provided that the maturity date of the
Additional Note shall be the second (2nd) anniversary from the issue date of the Additional Note. Further, upon each Additional Note Purchase,
Buyer shall receive a proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional
Warrants”) including without limitation each Additional Warrant will be in the form attached hereto as Exhibit B,
provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the
issuance date of such Additional Warrants. On or prior to any Additional Note Closing(s), the Company and the Buyer shall, upon Buyer’s
request, execute and deliver a new securities purchase agreement with respect to the Additional Note Purchase(s) in the same form and
substance as this Agreement.


 






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(j) Company
Conversion Rights. From the date immediately following the Restricted Period until the fifth (5th) calendar day after such
date, the Company shall have the right, but not the obligation, in its sole and absolute discretion to cause the Buyer to exchange all
of the Convertible Notes for preferred stock of the Company, provided that such preferred stock has the same economic terms and conversion
rights as the Convertible Notes; provided, further, that the Company may not be entitled to exercise its right under this Section 4(j)
on any day on which the Closing Bid Price (as defined in the applicable Warrant) of the Ordinary Shares as of one (1) Trading Day prior
to such date is less than $0.10 and in the case of a reverse stock split the minimum price will be adjusted to 25% of the closing bid
price on the 5th day post such split.


 


(k) Additional
Issuance of Securities. The Company agrees that during the Restricted Period, the Company shall not directly or indirectly
issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any
option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without
limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible
Securities, debt (with or related to equity), any preferred stock or any purchase rights) (“Additional Issuance”).
Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of the following: (i) Ordinary Shares or standard
options to purchase Ordinary Shares to directors (who are also employees of the Company), officers, employees or consultants of the Company
pursuant to an Approved Share Plan (as defined below), provided that the exercise price of any such options is not lowered, none of such
options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise
materially changed in any manner that adversely affects Buyer; (ii) Ordinary Shares issued upon the conversion or exercise of Convertible
Securities issued prior to the date hereof, provided that the conversion or exercise (as the case may be) of any such Convertible Security
is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect
on the date immediately prior to the date of this Agreement, the conversion or exercise price of any such Convertible Securities is not
lowered, none of such Convertible Securities are amended or waived in any manner (whether by the Company or the holder thereof) to increase
the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities are otherwise materially
changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects Buyer; (iii) the Convertible Notes;
(iv) Conversion Shares; (v) the Warrants; and (vi) the Warrant Shares; (vii) the issuance of shares in regards to the Company’s
acquisition of 51% of Holu Hou Energy LLC (“HHE”) where such shares are issuable based on an earn-out structure as agreed
upon between the Company and HHE; and (viii) additional shares that are issuable to an escrow account for the benefit of Samsung Electronics
Co., Ltd. (“Samsung”) as collateral for settlement payments due to Samsung. The Company further agrees that, without prior
consent of the Buyer, until the earlier of (A) twelve (12) months after Closing or (b) the date on which Buyer has sold or disposed of
all Securities, the Company will not issue any floating conversion rate or variable priced securities convertible into Ordinary Shares.


 






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(l) Reserved.


 


(m) Reservation
of Shares. As long as any of the Convertible Notes and Warrants remain outstanding, the Company shall take all action necessary to
at all times have authorized and reserved for the purpose of issuance no less than 200% of the Ordinary Shares issuable upon conversion
of the Convertible Note (assuming the Convertible Notes are exercisable in full and without regard to any limitations on the exercise
of the Convertible Notes set forth therein) and no less than 200% of the Ordinary Shares issuable upon exercise of the Warrants (assuming
the Warrants are exercisable in full and without regard to any limitations on the exercise of the Warrants set forth therein).


 


(n) Transfer
Agent. As long as any of the Convertible Notes and Warrants remain outstanding, the Company shall not terminate, release, replace,
or otherwise change its transfer agent without the prior written consent of the Buyer, which may be given, withheld or conditioned in
the Buyer’s sole discretion. As long as any of the Convertible Notes and Warrants remain outstanding, the Company shall cause its
transfer agent to participate in the DTC Fast Automated Securities Transfer Program.


 


(o) Conduct
of Business. The business of the Company shall not be conducted in violation of any law, ordinance or regulation of any governmental
entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.


 


(p) Passive
Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will not be deemed
to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 


(q) Corporate
Existence. So long as Buyer owns any Convertible Notes or Warrants, the Company shall not be party to any Fundamental Transaction
(as defined in the Convertible Notes and Warrants) unless the Company is in compliance with the applicable provisions governing Fundamental
Transactions set forth in the Convertible Notes and Warrants.


 


(r) Due
Diligence. In connection with any reasonable request by Buyer made in connection with the filing of the Registration Statement, or
any amendment or supplement thereto, Buyer shall have the right, from time to time as Buyer may reasonably deem appropriate, to perform
reasonable due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company
and its officers and employees shall provide information (“Confidential Information”) and reasonably cooperate with
Buyer in connection with Buyer’s due diligence; provided, however, that at no time is the Company required or permitted to disclose
material nonpublic information to Buyer or breach any obligation of confidentiality or non-disclosure to a third party or make any disclosure
that could cause a waiver of attorney-client privilege. Except as may be required by law, court order or governmental authority, each
party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential
Information of such other party for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby.
In the event a party is required by law, court order or governmental authority to disclose the Confidential Information of the other party,
such party shall give the other party written notice of the information to be disclosed as far in advance of its disclosure as practicable
and use its commercially reasonable efforts, and shall reasonably cooperate with the other party’s efforts, to obtain assurances
that confidential treatment will be accorded such information. Each party hereto acknowledges that the Confidential Information shall
remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential
Information disclosed by the other party.


 






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(s) Indebtedness.
During the Restricted Period, the Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
incur any Indebtedness of the Company or any of the Subsidiaries, or amend or modify any Indebtedness in such a manner that increases
the Indebtedness of the Company or results in such Indebtedness being, secured by any Lien on any assets of the Company. Notwithstanding
the foregoing, the Company’s Subsidiaries may incur Indebtedness; provided, however, that such Indebtedness is not guaranteed by
the Company and does not result in any Lien on any assets of the Company.


 


(t) No
Hedging or Short Sales During Distribution Compliance Period. The Investor shall not directly or indirectly, nor shall any Person
acting on behalf of or pursuant to any understanding with the Investor, engage in any Short Sales or hedging transactions involving any
securities of the Company or any other transaction which would transfer some or all of the economic or other risk of ownership of securities
of the Company, including any forward contract, equity swap, put or call, put or call equivalent position, collar, non-recourse loan,
or similar transaction, during the applicable distribution compliance period under Rule 903 of Regulation S, and thereafter may engage
in such transactions only in compliance with the 1933 Act and the provisions of Section 4(p) above.


 


(u) No
Net Short Sales. Subject to and without limiting the provisions of Section 4(o) above, so long as the Notes remain outstanding, neither
the Investor nor any of its affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons”
and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position.
For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed
one or more sales of Ordinary Shares that is marked as a short sale (but not including any sale marked “short exempt”) and
that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Ordinary Shares (or
is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that
no “Short Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares
upon conversion of the Notes to any Restricted Person converting such Notes. For purposes of determining whether a Restricted Person has
an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Ordinary
Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion
Shares or Warrant Shares pursuant to the terms of the Notes and Warrants then held by such Restricted Person, if any (without regard to
any limitations on conversion set forth in the Notes and giving effect to any conversion price adjustments that would take effect given
only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would
otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation
SHO under the 1934 Act) the Securities or any other Ordinary Shares then owned by such Restricted Person.


 






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		5.	REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.



 


(a) Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to each holder of Securities), a register for the Convertible Notes and the Warrants in which the Company shall record the name and address
of the Person in whose name the Convertible Notes and the Warrants have been issued (including the name and address of each transferee)
reflecting the principal amount of the Convertible Notes and the Warrants held by such Person. The Company shall keep the register open
and available at all times during business hours for inspection by Buyer or its legal representatives.


 


(b) Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a
form acceptable to Buyer to credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”),
registered in the name of Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified
from time to time by Buyer to the Company, and confirmed by the Company, upon the conversion of the Convertible Notes or the exercise
of the Warrants (as the case may be). The Company represents and warrants that no instruction other than such irrevocable transfer agent
instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by
the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the
books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If Buyer
effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall permit the transfer and shall
promptly instruct its transfer agent to credit shares to the applicable balance accounts at DTC in such name and in such denominations
as specified by Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion
Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144
or another exemption from registration, the transfer agent shall issue such shares to Buyer, assignee or transferee (as the case may be)
without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Section 5(b), that Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining
any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other
security being required. The Company shall cause its counsel to issue the legal opinion referred to in the irrevocable transfer agent
instructions to the Company’s transfer agent on the applicable Closing Date. Any fees (with respect to the transfer agent, counsel
to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall
be borne by the Company.


 






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(c) Legends.
Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares and Warrant Shares) pursuant
to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below,
the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


THESE SECURITIES
WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATIONS UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE
RELATES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE] HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


 


(d) Removal
of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any
other legend (i) while a registration statement covering the resale of such Securities is effective under the 1933 Act (provided that
Buyer provides the Company with any certificates from Buyer or its broker reasonably required by the Company’s transfer agent),
(ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), or a registration
statement, or if such Securities are sold, assigned or transferred outside the United States to a non-U.S. Person in accordance with the
requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) if such Securities are eligible
to be sold, assigned or transferred under Rule 144 without current public information being available and without volume and manner of
sale limitations (provided that Buyer provides the Company with reasonable assurances that such Securities are eligible for sale, assignment
or transfer under Rule 144, which shall not include an opinion of counsel, but which may include any certificates from Buyer or its broker
reasonably required by the Company’s transfer agent), (iv) in connection with a sale, assignment or other transfer (other than under
Rule 144), provided that Buyer provides the Company with an opinion of counsel to Buyer from reputable counsel to the effect that such
sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v)
if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations
and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than five (5)
Trading Days following either (x) the delivery by Buyer to the Company or the transfer agent (with notice to the Company) of a legended
certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary
to affect the reissuance and/or transfer, if applicable), or (y) the delivery by Buyer to the Company of a notice of exercise or conversion,
in each case, together with any other deliveries from Buyer as may be required above in this Section 5(d), as directed by Buyer, credit
the aggregate number of Ordinary Shares to which Buyer shall be entitled to Buyer’s or its designee’s balance account with
DTC through its Deposit/Withdrawal at Custodian system (the date by which such credit is so required to be made to the balance account
of Buyer’s or Buyer’s nominee with DTC pursuant to the foregoing is referred to herein as the “Required Delivery
Date”).


 






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(e) Failure
to Timely Deliver; Buy-In. If the Company fails to issue and credit (or cause to be credited) by the Required Delivery Date to the
balance account of Buyer’s or Buyer’s nominee with DTC for such number of Securities so required to be delivered by the Company,
then, in addition to all other remedies available to Buyer, at the sole discretion of Buyer, the Company shall:


 


(i) pay
in cash to Buyer on each Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected
an amount equal to 1% of the product of (A) the number of Ordinary Shares not so delivered or credited (as the case may be) to Buyer or
Buyer’s nominee multiplied by (B) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding the Required
Delivery Date; or


 


(ii) if
on or after the Required Delivery Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction
or otherwise) Ordinary Shares (“Replacement Shares”) to deliver in satisfaction of a sale by Buyer of all or any portion
of the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary Shares,
that Buyer so anticipated receiving from the Company without any restrictive legend, then, within five (5) Trading Days after Buyer’s
request and in Buyer’s sole discretion, either (x) pay cash to Buyer in an amount equal to Buyer’s total purchase price (including
brokerage commissions and other out-of-pocket expenses, if any) for the Replacement Shares (the “Buy-In Price”), at
which point the Company’s obligation to credit Buyer’s balance account shall terminate and such shares shall be cancelled
or (B) promptly honor its obligation to so deliver to credit Buyer’s DTC account representing such number of Ordinary Shares that
would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to Buyer in an amount equal to
the excess (if any) of the Buy-In Price over the product of (1) such number of Ordinary Shares that the Company was required to deliver
to Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during
the period commencing on the date Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause
(ii).


 


(f) Manner
of Sale. Buyer agrees with the Company that Buyer will sell any Securities pursuant to either the registration requirements of the
1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and acknowledges that the removal of the
restrictive legend from certificates representing Securities as set forth in this Section 5 is predicated upon the Company’s reliance
upon this understanding.


 






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		6.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.



 


(a) The
obligation of the Company hereunder to issue and sell the Convertible Note and the related Warrants to Buyer at the Closing is subject
to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion by providing Buyer with prior written notice thereof:


 


(i) Buyer
shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii) Buyer
shall have delivered to the Company the applicable Closing Payment for the Convertible Notes and Warrants being purchased by Buyer at
such Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


(iii) The
representations and warranties of Buyer shall be true and correct in all material respects as of the date when made and as of the Closing
Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be
true and correct as of such date), and Buyer shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by Buyer at or prior to the Closing Date.


 


		7.	CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE.



 


(a) The
obligation of Buyer hereunder to purchase its Convertible Note and related Warrants at the applicable Closing is subject to the satisfaction,
at or before the Closing Date and in respect of such Closing Date, of each of the following conditions, provided that these conditions
are for Buyer’s sole benefit and may be waived by Buyer at any time in its sole discretion by providing the Company with prior written
notice thereof:


 


(i) The
Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall
have duly executed and delivered to Buyer the Convertible Note and Warrants as is set forth on the Buyer Schedules and the Company shall
have complied in all respects with all obligations under this Agreement and the other Transaction Documents, including, without limitation,
the Convertible Note and the Warrants.


 


(ii) The
Company shall have delivered to Buyer a certificate, in the form previously provided to the Company by Buyer, executed by the Secretary
of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
board of directors in a form reasonably acceptable to Buyer, and (ii) the Memorandum of Association and bylaws (or comparable charter
documents) of the Company as in effect at the Closing.


 






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(iii) Each
and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company
at or prior to the Closing Date, including, without limitation, the issuance of all Securities prior to the date of the Closing as required
by the Transaction Documents. Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer in the form reasonably
acceptable to Buyer.


 


(iv) The
Company shall have delivered to Buyer information from the Company’s transfer agent certifying the number of Ordinary Shares outstanding
on the Closing Date immediately prior to the Closing.


 


(v) The
Ordinary Shares shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal
Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by
the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1,
2021, the Company shall have timely complied (without regard to any extensions) with all filing and reporting obligations under the federal
securities laws; and the Company shall be in compliance with all requirements in order to maintain quotation on the Principal Market (including
reporting requirements under the 1934 Act).


 


(vi) Deleted.


 


(vii) Deleted.


 


(viii) The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the
Securities, including, without limitation, those required by the Principal Market.


 


(ix) No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin,
prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents.


 


(x) Since
the date of execution of this Agreement, the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by
or against the Company.


 






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(xi) The
Company shall have delivered to Buyer such other documents, instruments or certificates relating to the transactions contemplated by this
Agreement reasonably required to consummate the transactions contemplated hereby.


 


		8.	TERMINATION.



 


In the event that the Closing
shall not have occurred within ten (10) days after the date hereof, then Buyer shall have the right to terminate its obligations under
this Agreement at any time on or after the close of business on such date without liability of Buyer to any other party; provided, however,
the right to terminate this Agreement under this Section 8 shall not be available to Buyer if the failure of the transactions contemplated
by this Agreement to have been consummated by such date is the result of Buyer’s breach of this Agreement. Notwithstanding anything
to the contrary above, nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such
party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific
performance by any other party of its obligations under this Agreement or the other Transaction Documents.


 


		9.	CERTAIN DEFINITIONS



 


(a) 1934
Act. The “1934 Act” means the Securities Exchange Act of 1934, as amended.


 


(b) Approved
Share Plan. “Approved Share Plan” means the 2017 Equity Incentive Plan as approved by the Company’s shareholders
prior to the date hereof.


 


(c) Business
Day. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York,
New York are authorized or required by law to remain closed.


 


(d) Closing
Sale Price. “Closing Sale Price” shall mean for any security as of any date, the last closing trade price for such
security on the principal securities exchange or trading market where such security is listed or traded, as reported by Bloomberg, L.P.
(“Bloomberg”), or if the foregoing do not apply, the average of the bid prices of all of the market makers for such security
as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


(e) Contingent
Obligation. “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,
of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such
liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto.


 






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(f) Convertible
Securities. “Convertible Securities” means any capital stock or other security of the Company that is at any time
and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Ordinary Shares).


 


(g) Environmental
Laws. “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, 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.


 


(h) Indebtedness.
“Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations
issued, undertaken or assumed as the purchase price of property or assets, including indebtedness created or arising under any conditional
sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with
the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default
are limited to repossession or sale of such property), other than trade payables entered into in the ordinary course of business, (C)
all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations
evidenced by notes, bonds, debentures or similar instruments, (E) all monetary obligations under any leasing or similar arrangement which,
in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a
capital lease, (F) all indebtedness referred to in clauses (A) through (E) above secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance
upon or in any material property or assets (including accounts and contract rights) owned by such Person, even though the Person has not
assumed or become liable for the payment of such indebtedness, and (G) all Contingent Obligations in respect of indebtedness or obligations
of others of the kinds referred to in clauses (A) through (F) above.


 


(i) Insolvent.
“Insolvent” means the present fair saleable value of the Company’s assets is less than the amount required to
pay the Company’s total Indebtedness (as defined below).


 


(j) Lien.
“Lien” means any lien, mortgage, pledge, encumbrance, charge, security interest, adverse claim, liability, interest,
charge, preference, priority, proxy, transfer restriction (other than restrictions under the 1933 Act and state securities laws), encroachment,
tax, order, community property interest, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude,
right of way, covenant or zoning restriction.


 


(k) Material
Adverse Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,
liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiaries,
taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability
of the Company or any of its Subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined
below); provided, however, that clause (i) shall not include any event, circumstance, change or effect resulting from (x)
a change in general economic conditions (including, without limitation, the effect of the COVID-19 global pandemic) or a change in securities
markets in general, provided that, in each case, such change does not have a materially disproportionate effect (relative to other industry
participants) on the Company or the Company Subsidiaries, (y) a general change in the industries in which the Company and the Company
Subsidiaries operate, except an event, circumstance, change or effect that adversely affects the Company and its Subsidiaries to a materially
greater extent than it affects other entities operating in such industries, (z) the public announcement or pendency of the transactions
contemplated hereby or the Company’s or the Company Subsidiaries’ compliance with the terms and conditions of this Agreement
or actions taken or not taken by the Company or the Company Subsidiaries upon the request of the Buyer, (xx) changes in Laws or (yy) changes
in GAAP of general applicability or generally applicable to the Company’s or Company Subsidiaries’ industry segment.


 






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(l) Maximum
Percentage. “Maximum Percentage” means 9.9%.


 


(m) Ordinary
Shares. “Ordinary Shares” means the Ordinary shares, no par value, of the Company and any other shares of stock
issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such
shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate
reorganization or other similar event with respect to the Ordinary Shares).


 


(n) Person.
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and a government or any department or agency thereof.


 


 (o) Principal Market. “Principal Market” means the Nasdaq Capital Market.




 


(p) Deleted.


 


(q) Deleted.


 


(r) Restricted
Period. “Restricted Period” means the period commencing on the Execution Date and ending the 90th day after the
Securities purchased hereunder are saleable under Rule 144 without the requirement for current public information and without volume or
manner of sale limitations.


 


(s) Securities.
“Securities” means the Convertible Notes, the Conversion Shares, the Warrants and the Warrant Shares.


 


(t) Subsidiary.
“Subsidiary” means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital
stock or holds any equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations
or administration of such Person; provided, that after the Execution Date, a Person (other than Subsidiaries as of the Subscription Date)
shall not become a Subsidiary pursuant to clause (I) unless the Company, directly or indirectly, owns at least 10% of any of the outstanding
capital stock or holds at least 10% of any equity or similar interest of such person.


 






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(u) Trading
Day. “Trading Day” means, as applicable, (x) with respect to all price determinations relating to the Ordinary
Shares, any day on which the Ordinary Shares are traded on the principal securities exchange or securities market on which the Ordinary
Shares are then traded, provided that “Trading Day” shall not include any day on which the Ordinary Shares are scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading
Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Ordinary Shares,
any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(v) Transaction
Documents. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Warrants and
each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions
contemplated hereby and thereby, as may be amended from time to time.


 


		10.	MISCELLANEOUS.



 


(a) Governing
Law; Jurisdiction; Jury Trial.


 


All questions concerning the
construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State 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 under any of the other Transaction Documents or in connection
herewith or therewith or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to Buyer or to enforce a judgment or other court ruling in favor of Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature
is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature
page, such signature page 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 signature page were an original thereof.


 


(c) Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of,
this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words
of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in
which they are found.


 


(d) Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest
extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the
provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to
replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).


 


(e) Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyer, the Company,
its affiliates and Persons acting on its behalf solely with respect to the matters contained herein and therein, and this Agreement, the
other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein
contain the entire understanding of the parties solely with respect to the matters covered herein and therein. Except as specifically
set forth herein or therein, neither the Company nor Buyer makes any representation, warranty, covenant or undertaking with respect to
such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other
than by an instrument in writing signed by the Company and Buyer. No waiver shall be effective unless it is in writing and signed by an
authorized representative of the waiving party. No consideration shall be offered or paid to any Person to amend or consent to a waiver
or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties
to the Transaction Documents or all holders of the Warrants (as the case may be). The Company has not, directly or indirectly, made any
agreements with Buyer relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set
forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement,
no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise. As a material
inducement for Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (i) no due diligence or other investigation
or inquiry conducted by Buyer, any of its advisors or any of its representatives shall affect Buyer’s right to rely on, or shall
modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement
or any other Transaction Document and (ii) unless a provision of this Agreement or any other Transaction Document is expressly preceded
by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect Buyer’s
right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties
contained in this Agreement or any other Transaction Document.


 






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(f) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
e-mail server that such e-mail could not be delivered to such recipient). The e-mail addresses for such communications shall be:


 


If to the Company:


 


To the Company:


Borqs Technologies, Inc.


Suite 309, 3/F, Dongfeng KASO


Dongfengbeiqiao, Chaoyang District


Beijing 100016, China


Attention: Pat Sek Yuen Chan, CEO


 


With a copy (for informational purposes
only) to:


 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas, 37th Floor


New York, NY 10036


Attention: Darrin Ocasio, Partner


 


If to the Transfer Agent:


 


Continental Stock Transfer & Trust
Company


One State Street, 30th Floor


New York, NY 10004


Attention: George Dalton, Account Administrator


 


If to Buyer:


 


See the Buyer Schedules


 


or to such other e-mail address and/or to the
attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to
the effectiveness of such change. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable
evidence of receipt by e-mail.


 






    33


     


    

 


(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and its successors and assigns, including,
as contemplated below, any assignee of any of the Securities. The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Buyer, including, without limitation, by way of a Fundamental Transaction (as defined
in the Convertible Notes and Warrants) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions
set forth in the applicable Convertible Notes and Warrants).


 


(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and its permitted successors and assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in
Section 9(k).


 


(i) Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Buyer shall be responsible only for its representations,
warranties, agreements and covenants hereunder.


 


(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k) Indemnification.


 


(i) In
consideration of Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition
to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold
harmless Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and
direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from
and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable
and documented expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company in any of the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company
contained in any of the Transaction Documents or (c) any cause of action, suit, proceeding or claim brought or made against such Indemnitee
by a third party (including for these purposes a derivative action brought on behalf of the Company, but other than by an affiliate of
Buyer) or which otherwise involves such Indemnitee that arises out of or results from (i) the execution, delivery, performance or enforcement
of any of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with
the proceeds of the issuance of the Securities, (iii) any disclosure properly made by Buyer pursuant to Section 4(h), or (iv) the status
of Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction
Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding
for injunctive or other equitable relief), unless such action is based primarily upon a breach of Buyer’s representations, warranties,
or covenants under the Transaction Documents, or any agreements or understandings Buyer may have with any such third party, or any violations
by Buyer of state or federal securities laws or any conduct by Buyer which constitutes fraud, gross negligence or willful misconduct.
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 






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(ii) Promptly
after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental
action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the
Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and the Company shall have the right
to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory
to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees
and expenses of such counsel to be paid by the Company if: (i) the Company has agreed in writing to pay such fees and expenses; (ii) the
Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to
such Indemnitee in any such Indemnified Liability; or (iii) the named parties to any such Indemnified Liability (including any impleaded
parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the
Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right
to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case of clause (iii)
above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee.
The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified
Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such
action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include
any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated
to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall
not relieve the Company of any liability to the Indemnitee under this Section 9(k), except to the extent that the Company is materially
and adversely prejudiced in its ability to defend such action.


 






    35


     


    

 


(iii) The
indemnification required by this Section 9(k) 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 Indemnified Liabilities are incurred.


 


(iv) Notwithstanding
any provision in this Agreement or any other Transaction Documents, the aggregate indemnification obligations of the Company pursuant
to this Section 9(k) shall not exceed 100% of the aggregate of all Closing Payments actually paid by the Buyer.


 


(v) The
sole and exclusive remedies for any breach of any representation, warranty, covenant or agreement hereunder shall be the indemnification
provided by this Section 9(k), and Buyer expressly waives any other rights or remedies it may have; provided however, that equitable relief,
including remedies of specific performance and injunction, shall be available with respect to any matter where money damages would not
be sufficient to compensate Buyer or to preserve the rights of Buyer pending resolution of a dispute, and this Section 9(k) shall not
relieve the Company from liability for willful misconduct, gross negligence, bad faith, fraud or willful breach of any of its representations,
warranties, covenants or agreements set forth in this Agreement.


 


(l) Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability
of a more general representation or warranty. Each and every reference to share prices, Ordinary Shares and any other numbers in this
Agreement that relate to the Ordinary Shares shall be automatically adjusted for stock dividends, stock splits, stock combinations and
other similar transactions that occur with respect to the Ordinary Shares after the date of this Agreement.


 


(m) Remedies.
Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies
which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under
any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without
posting a bond or other security, to the extent permitted by law), to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform,
observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief
to Buyer. The Company therefore agrees that Buyer shall be entitled to seek specific performance and/or temporary, preliminary and permanent
injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual
damages and without posting a bond or other security.


 






    36


     


    

 


(n) Exercise
of Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents,
whenever Buyer 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 Buyer may continue to exercise it other rights, elections, demands and options
hereunder and under any other Transaction Document from time to time as if such original right, election, demand or option had not been
exercised without prejudice to its future actions and rights and remedies.


 


(o) Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to Buyer hereunder or pursuant to any of the other
Transaction Documents or Buyer enforces or exercises its rights hereunder or 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, foreign, 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. Unless otherwise
expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars
(“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S.
Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance
with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to
be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the
relevant date of calculation.


 


[signature
pages follow]


 




    37


     


    

 


IN WITNESS WHEREOF, Buyer
and the Company has caused its signature page to this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	BORQS TECHNOLOGIES, INC.
	 	 
	 	By: 	                       
	 	Name: 	Pat Sek Yuen Chan
	 	Title:	Chief Executive Officer



 




     


     


    

 


IN WITNESS WHEREOF,
Buyer and the Company has caused its signature page to this Agreement to be duly executed as of the date first written above.


 


 


	 	BUYER:
	 	 
	 	By:	
	 	Name: 	          
	 	Title:   	 


 




     


     


    

 


BUYER SCHEDULE


 


Name of Buyer:


 


Convertible Notes to be purchased
and sold: In consideration of payment of an amount equal to the initial principal amount, Convertible Notes with an aggregate principal
amount of $____________, convertible into Ordinary Shares at a purchase price per Ordinary Share equal to the lower of (i) $0.16534;
(ii) ninety percent (90%) of the Closing Bid Price of the Ordinary Shares on the date that the Conversion Shares are eligible to be sold,
assigned or transferred under the procedures of Regulation S (the “Conversion Price”), subject to down round protection
for Additional Issuances at an effective price per share less than the then-current Conversion Price (as may be adjusted for stock dividends,
subdivisions, or combinations in the manner described in the Convertible Note). The Convertible Notes will have a maturity date of the
second (2nd) anniversary of the Closing Date, unless previously converted, and shall begin to amortize on a quarterly basis
beginning 12-months from the Closing Date. Interest shall accrue on the Convertible Note at 10% annually, payable on a quarterly basis,
in cash or in resalable Ordinary Shares. The Convertible Note shall contain a 9.9% blocker.


 


The Buyer shall have the right
to convert all of the Convertible Note into Ordinary Shares at the Conversion Price. The Buyer may exercise this right at any time while
principal under the Convertible Note remains outstanding and unpaid.


 


Warrants to be issued to
Buyer at First Closing: For no additional consideration, five-year Warrants to acquire one Ordinary Shares for every one Conversion
Shares initially issuable to Buyer calculated by dividing (x) the aggregate principal amount of all Convertible Notes to be purchased
by Buyer divided by (y) $0.16535. Each Warrant
shall have an exercise price (the “Exercise Price”) equal to one hundred ten percent (110%) of the Closing Bid Price
of the Ordinary Shares as of two (2) Trading Days prior to the Execution Date (as may be adjusted for stock dividends, subdivisions, or
combinations in the manner described in the Warrants).


 


The Warrants may be exercised
for cash. In addition, the Buyer may elect to redeem the Warrants pursuant to the following formula:


 


Net Number = (A x B)/C


 


For purposes of the foregoing formula:

A= the total number of shares with respect to which the applicable Warrant is then being exercised.

B= Black Scholes Value (as defined in the applicable Warrant).

C= the Closing Bid Price of the Ordinary Shares as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price
is defined in the applicable Warrant), but in any event not less than $0.10 (as may be adjusted for stock dividends, subdivisions, or
combinations in the manner described in the Warrant), and in the case of a reverse stock split the minimum price will be adjusted to 25%
of the closing bid price on the 5th day post such split.


 





 



 









		4	Equal
                                            to ninety percent (90%) of the Closing Bid Price of the Ordinary Shares on the day before
                                            the Execution Date.



		5	Equal to ninety percent (90%) of the Closing Bid Price of
the Ordinary Shares on the day before the Execution Date.



 






     


     


    

 


Notice Contact Information