Exhibit
10.1


 


 


 





 



SUBJECT
TO LEGAL REVIEW AND COMMITMENT COMMITTEE APPROVAL





 



 


CONFIDENTIAL


 


February
25, 2019


 


VIA
ELECTRONIC DELIVERY


 


Mr.
Jiaxi Gao


CEO,
President and Director


China
Bat Group, Inc.


Room
104


No.
33 Section D No. 6 Middle Xierqi Road Haidian District


Beijing


China


 


Dear
Mr. Gao:


 


This
letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”) the
“Lead Manager”) and China Bat Group, Inc. Corporation (the “Company”), that Maxim shall
serve as (i) sole lead/exclusive placement agent for the Company, on a “reasonable best efforts” basis (“Direct
Placement”) or (ii) sole lead book running manager for the Company, on a firm commitment basis (“Underwritten
Placement”) and collectively with a Direct Placement (a “Placement”), in connection with the proposed
offering of registered securities (the “Securities”) of the Company, including shares (the “Shares”)
of the Company’s common stock (the “Common Stock”). The terms of such Placement and the Securities shall
be mutually agreed upon by the Company, the Lead Manager and, if a Direct Placement, the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein grants the Lead Manager the power or authority to bind
the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This
Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be
collectively referred to herein as the “Transaction Documents.” The date of the closing of the Placement shall
be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Lead Manager’s
obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute
a commitment by Maxim to purchase the Securities and does not ensure the successful placement of the Securities or any portion
thereof or the success of Maxim with respect to securing any other financing on behalf of the Company. It is further understood
and agreed that during the Engagement Period, the Company and Maxim may mutually determine that instead of proceeding with the
proposed offering, the Company may alternatively proceed with a different offering of its equity, convertible or debt securities
(“Alternative Transaction”). In such an event, Maxim’s exclusivity enumerated in the Agreement shall
still apply.


 


In
the event that a Placement is an Underwritten Placement, prior to the commencement of the Underwritten Placement, the Company
shall negotiate the terms of an underwriting agreement (the “Underwriting Agreement”) with the Lead Manager
containing such terms, covenants, conditions, representations, warranties, and providing for the delivery of legal opinions, comfort
letters and officers’ certificates, all in form and substance satisfactory to the Lead Manager and its counsel and the Company.


 



    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
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In
the event that a Placement is a Direct Placement, the sale of Securities to any Purchaser will be evidenced by a purchase agreement
(“Purchase Agreement”) between the Company and such Purchaser, if required by the Purchaser, in a form reasonably
satisfactory to the Company and the Lead Manager. Prior to the signing of any Purchase Agreement, officers of the Company with
responsibility for financial affairs will be available to answer inquiries from prospective Purchasers.


 


In
furtherance of the Company’s agreement that Maxim’s retention hereunder shall be exclusive, during the term of this
Agreement, neither the Company nor any of its officers, directors, employees, subsidiaries, affiliates, agents or representatives
(“Representatives”) will, directly or indirectly, solicit or otherwise encourage the submission of any proposal
or offer (“Investment Proposal”) from any person or entity relating to any issuance of the Company’s
or any of its subsidiaries’ equity or equity-linked securities (including warrants and debt securities with any equity feature)
or participate in any discussions regarding an Investment Proposal. The term “Investment Proposal” shall not include
(i) any investment in the equity securities of any other entity, and (ii) any transaction or agreement with one or more persons,
firms or entities designated as a “strategic partner” of the Company, as determined in good faith by the Board of
Directors of the Company, provided that each such person, firm or entity is, itself or through its subsidiaries, an operating
company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the
investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to one or more persons or entities whose primary business is investing in securities. The Company will immediately
cease all contacts, discussions and negotiations with third parties regarding any Investment Proposal and, during the term, will
promptly inform Maxim of any unsolicited Investment Proposals received by the Company or its Representatives.


 


Notwithstanding
anything herein to the contrary, in the event that the Lead Manager determines that any of the terms provided for hereunder shall
not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement
in writing upon the request of the Lead Manager to comply with any such rules; provided that any such amendments shall not provide
for terms that are less favorable to the Company.


 


SECTION
1.Compensation and Other Fees.


 


As
compensation for the services provided by the Lead Manager hereunder, the Company agrees to pay to the Lead Manager:


 


(A)
The fees set forth below with respect to the Placement:


 


		a)	A
                                         cash fee payable immediately upon the closing of the Placement equal to seven percent
                                         (7.0%) of the aggregate gross proceeds raised in the Placement including any over-allotment
                                         subscription (the “Cash Fee”). The Lead Manager’s Fees shall
                                         be paid at the closing of the Placement (the “Closing”) through a
                                         third party escrow agent from the gross proceeds of the Securities sold.



 


		b)	Upon
                                         the execution of this Agreement, the Company shall pay to the Lead Manager $25,000 (by
                                         check or wire transfer of immediately available funds) as an expense advance (the “Advance”)
                                         to be applied towards the Cash Fee. In the event the offering is terminated, any unused
                                         portion of the Advance delivered to Maxim will be returned to the extent such out-of-pocket
                                         accountable expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).



 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
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(B)
Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company agrees to reimburse Maxim all travel and other out-of-pocket
expenses, including the reasonable fees, costs and disbursements of its legal counsel which shall be limited to, in the
aggregate, $90,000. The Company will reimburse Maxim directly out of the closing of the Placement. In the event that this
Agreement shall terminate prior to the consummation of the Placement, Maxim shall be entitled to reimbursement for its actual
expenses; provided, however, that such expenses shall not exceed $25,000 (inclusive of the Advance), in the
aggregate. 


 


SECTION
2.REGISTRATION STATEMENT. 


 


(A)
The Company represents and warrants to, and agrees with, Maxim that: (A) the Company will file with the Securities and
Exchange Commission (the “Commission”) a registration statement on Form F-3/S-3 under the Securities Act
of 1933, as amended (the “Securities Act”), for the registration under the Securities Act of the
Securities. At the time of such filing, the Company will meet the requirements of Form F-3/S-3 under the Securities Act. Such
registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said
Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and
regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the
form of prospectus included in such registration statement relating to the placement of the Securities and the plan of
distribution thereof and has advised Maxim of all further information (financial and other) with respect to the Company
required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this
Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented
form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base
Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this
Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to
and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of
Form F-3/S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case
may be; and any reference in this Agreement to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the
issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by
reference. All references in this Agreement to financial statements and schedules and other information which is
“contained,” “included,” “described,” “referenced,” “set forth”
or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other
references of like import) shall be deemed to mean and include all such financial statements and schedules and other
information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the
Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the
use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or
has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement,
“free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time
of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any,
used in connection with the Placement, including any documents incorporated by reference therein.


 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
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(B) The
Registration Statement (and any further documents to be filed with the Commission) will contain all exhibits and schedules as
required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it becomes
effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations
and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus,
the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, will comply in all material
respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the
Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, will not contain as of the date thereof
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the
Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations,
and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference
in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and
any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the
Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after
the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein
is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with
the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be
filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus,
the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement,
which have not been described or filed as required.


 


(C) The
Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the
Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities
Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to
file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or
will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. The Company will not, without the prior consent of the Lead Manager, prepare, use or refer to, any free
writing prospectus.


 


(D) The
Company has delivered, or will as promptly as practicable deliver, to the Lead Manager complete conformed copies of the Registration
Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the
Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement,
as amended or supplemented, in such quantities and at such places as the Lead Manager reasonably requests. Neither the Company
nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering
material in connection with the offering and sale of the Securities other than the Base Prospectus, the Time of Sale Prospectus,
if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any
other materials permitted by the Securities Act.


 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
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(E) Without
limiting the generality of the foregoing, the Underwriting Agreement shall contain customary representations and warranties of
the Company and shall further provide that: (i) the Company, the Company’s management, directors and officers of 1.0% or
more of the outstanding Securities as of the effective date of the Registration Statement (and all holders of securities exercisable
for or convertible into Securities) shall enter into customary “lock-up” agreements in favor of Maxim pursuant to
which such persons and entities shall agree, for a period of one hundred and eighty (180) days after the offering is completed,
that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose
of any securities of the Company without Maxim’s prior written consent.


 


SECTION
3.REPRESENTATIONS AND WARRANTIES. The Company makes to the Lead Manager all of the representations and warranties
which the Company makes to the Purchasers in the Securities Purchase Agreement, and in addition makes the following two representations:


 


(a) Approvals.
As of the date of this Agreement and provided the Shares do not exceed 20.0% of the outstanding shares on the Closing Date, except
for the filings with the Nasdaq or other US applicable national exchange for the listing of the Shares for trading thereon in
the time and manner required thereby, the issuance and listing on the Nasdaq or other US applicable national exchange of the Shares
requires no further approvals, including but not limited to, the approval of shareholders.


 


(b) FINRA
Affiliations. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Base Prospectus.


 


SECTION
4.INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forth in the Indemnification
Provisions (the “Indemnification”) attached hereto as Addendum A, the provisions of which are incorporated
herein by reference and shall survive the termination or expiration of this Agreement.


 


SECTION
5.ENGAGEMENT TERM. The Lead Manager’s engagement hereunder shall become effective on the date hereof and
shall continue until the earlier of (i) the final closing date of the Placement, (ii) one hundred and twenty (120) days from the
date hereof (such date, the “Termination Date”). In the event the Company has not had its Registration Statement
approved by the Commission (as referenced herein) as of the Termination Date, the Termination Date shall be extended automatically
for an additional 45-day period upon the approval of the Registration Statement. If the Company elects to terminate for any reason
even though the Lead Manager was prepared to proceed with the Placement, and, if within twelve (12) months following such termination,
the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than
the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted
by the Lead Manager during the term of this Agreement as evidenced by a list of such investors provided by Maxim upon written
request, then the Company will pay to the Lead Manager upon the closing of such financing the compensation set forth in Section
1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding
sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding
anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s
obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification
Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. All such fees
and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements
are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the
event such fees are due pursuant to the terms of Section 1 hereof). Maxim agrees not to use any confidential information concerning
the Company provided to them by the Company for any purposes other than those contemplated under this Agreement.


 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
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SECTION
6.TAIL PERIOD.Upon the Closing of a Placement, for a period of twelve (12) months from the last closing of
a Placement (the “Tail Period”), if the Company decides to enter into a Placement using an underwriter or placement
agent in the U.S., the Company grants Maxim the right of participation to act as lead managing underwriter and lead left book
runner or minimally as a co-lead manager and co-lead left book runner and/or co-lead left placement agent with at least 75.0%
of the economics for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during
the Tail Period by the Company or any subsidiary of the Company (the “Participation Right”).


 


SECTION
7.LEAD MANAGER INFORMATION. The Company agrees that any information or advice rendered by the Lead Manager in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise
required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without such Lead
Manager’s prior written consent.


 


SECTION
8.NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable
by any person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The
Company acknowledges and agrees that Maxim is and shall not be construed to be a fiduciary of the Company and Maxim shall have
no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement
or the retention of the Lead Manager hereunder, all of which are hereby expressly waived.


 


SECTION
9.CLOSING. The obligations of the Lead Manager and the closing of the sale of the Securities hereunder are subject
to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries
contained herein, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant to the
provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of the following
additional terms and conditions:


 


(A) No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus or the Prospectus Supplement or otherwise) shall have been
complied with to the reasonable satisfaction of each Lead Manager. Any filings required to be made by the Company in shall have
been timely filed with the Commission.


 


(B) The
Lead Manager shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact
which, in the opinion of counsel for the Lead Manager, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 






    Members FINRA & SIPC
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	China Bat Group, Inc.
February 25, 2019
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(C) All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal
matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects
to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.


 


(D) The
Lead Manager shall have received from outside counsel to the Company such counsel’s written opinion, addressed to the Lead
Manager and the Purchasers dated as of the Closing Date, in form and substance reasonably satisfactory to the Lead Manager, substantially
identical to that provided to the Purchasers.


 


(E) Neither
the Company nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Base Prospectus, any loss or interference with its business from fire, explosion, flood, terrorist
act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth in or contemplated by the Base Prospectus and (ii) since such date there shall not have been
any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development
involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’
equity, results of operations or prospects of the Company and its Subsidiaries, otherwise than as set forth in or contemplated
by the Base Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Lead
Manager, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities
on the terms and in the manner contemplated by the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement.


 


(F) The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized
for trading on the Nasdaq or other applicable US national exchange and satisfactory evidence of such action shall have been provided
to the Lead Manager. The Company shall have taken no action designed to, or likely to have the effect of terminating the registration
of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Nasdaq or other applicable
US national exchange, nor has the Company received any information suggesting that the Commission or the Nasdaq or other US applicable
national exchange is contemplating terminating such registration or listing.


 


(G) No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or
order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date
which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect
the business or operations of the Company.


 


(H) The
Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including
as an exhibit thereto this Agreement.


 


(I) The
Company shall have entered into subscription agreements with each of the Purchasers and such agreements shall be in full force
and effect and shall contain representations and warranties of the Company as agreed between the Company and the Purchasers.


 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
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(J) FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Lead Manager, make or authorize Lead Manager’s counsel to make on the Company’s
behalf, an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 2710 with respect to the Registration
Statement and pay all filing fees required in connection therewith.


 


(K) Prior
to the Closing Date, the Company shall have furnished to the Lead Manager such further information, certificates and documents
as the Lead Manager may reasonably request.


 


All
opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Lead Manager.


 


SECTION
10.GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of
New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either
party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute
arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement
may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution
and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce
any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


SECTION
11.ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire
agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the
subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination
will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force
and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both
the Lead Manager and the Company. The representations, warranties, agreements and covenants contained herein shall survive the
closing of the Placement and delivery and/or exercise of the Securities, as applicable. This Agreement may be executed in two
or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a “.pdf”
format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile signature page were an original thereof.


 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
Page 9 
	 




    

 


SECTION
12.CONTINGENT REQUIREMENTS. The Placement shall be conditioned upon, among other things, the following:


 


(i)
Satisfactory completion by the Lead Manager of its due diligence investigation and analysis of: (a) the Company’s
arrangements with its officers, directors, employees, affiliates, customers and suppliers, (b) the audited historical
financial statements of the Company;


 


(ii)
The Company retaining a firm nationally recognized in the U.S. of independent PCAOB registered public accountants acceptable to
the Lead Manager, which will have responsibility for the preparation of the financial statements and the financial exhibits, if
any, to be included in the Transaction Documents, and will continue to engage accountants of comparable quality (as may be determined
by the Company’s Board of Directors or audit committee) for a period of at least three (3) years after the initial Closing
Date;


 


(iii)
The Company retaining a transfer agent for the Company’s common equity reasonably acceptable to the Lead Manager and
continuing to retain a competent transfer agent for a period of three (3) years after the initial Closing Date;
and


 


(iv)
Upon the execution of the engagement letter, the Company at its own expense will conduct background checks, by a background
search firm acceptable to the Placement Agent, for the Company’s senior management.


 


SECTION
13.NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified on the signature pages attached hereto prior to 6:30
p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number on the signature pages attached hereto on a day that is not a business day
or later than 6:30 p.m. (New York City time) on any business day, (c) the business day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


[SIGNATURE
PAGE AND ADDENDUM A FOLLOWS]


 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     
	China Bat Group, Inc.
February 25, 2019
Page 10 
	 




    

 


We
look forward to working with the Company. Please confirm that the foregoing correctly sets forth our agreement by signing and
returning the enclosed copy of this Agreement, along with payment of the Advance via wire or other certified funds.


 





	 	Very truly yours,
	 	 	 
	 	MAXIM GROUP LLC
	 	 	 
	 	By:	/s/
    Alex     Jin
	 	 	Alex
    Jin
	 	 	Director
	 	 	 
	 	By:	/s/
    Clifford A. Teller
	 	 	Clifford
    A. Teller
	 	 	Executive
    Managing Director
	 	 	Head
    of Investment Banking
	 	 	 
	 	Address for notice:
	 	405 Lexington Avenue
	 	2nd Floor
	 	New York, NY 10174




 


Accepted
and Agreed to as of


the
date first written above:


 


CHINA
BAT GROUP, INC.


 


	By:	/s/
    Jiaxi Gao	 
	Name:	Jiaxi
    Gao	 
	Title:	CEO,
    President & Director 	 




 


Address
for notice:


Room
104


No.
33 Section D No. 6 Middle Xierqi Road Haidian District


Beijing


China


 


[SIGNATURE
PAGE TO THE AGREEMENT]


[ADDENDUM
A FOLLOWS]


 






    Members FINRA & SIPC
405 Lexington Avenue * New York, NY 10174 * (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


     


    




	China Bat Group, Inc.
February
                                            , 2019
Page 11 
	 


 


ADDENDUM
A


 


INDEMNIFICATION
PROVISIONS


 


In
connection with the engagement of Maxim by the Company pursuant to a placement agreement dated herein on page 1 of this Agreement,
between the Company and Maxim as it may be amended from time to time in writing (the “Agreement”), the Company
hereby agrees as follows:


 


		1.	To
                                         the extent permitted by law, the Company will indemnify Maxim and each of its affiliates,
                                         stockholders, directors, officers, employees and controlling persons (within the meaning
                                         of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities
                                         Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities,
                                         as the same are incurred (including the reasonable fees and expenses of counsel), relating
                                         to or arising out of its activities hereunder or pursuant to the Agreement, except, with
                                         regard to the Lead Manager, to the extent that any losses, claims, damages, expenses
                                         or liabilities (or actions in respect thereof) are found in a final judgment (not subject
                                         to appeal) by a court of law to have resulted primarily and directly from such Lead Manager’s
                                         willful misconduct or gross negligence in performing the services described herein, as
                                         the case may be.



 


		2.	Promptly
                                         after receipt by the Lead Manager of notice of any claim or the commencement of any action
                                         or proceeding with respect to which such Lead Manager is entitled to indemnity hereunder,
                                         such Lead Manager will notify the Company in writing of such claim or of the commencement
                                         of such action or proceeding, and the Company will assume the defense of such action
                                         or proceeding and will employ counsel reasonably satisfactory to such Lead Manager and
                                         will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence,
                                         such Lead Manager will be entitled to employ counsel separate from counsel for the Company
                                         and from any other party in such action if counsel for such Lead Manager reasonably determines
                                         that it would be inappropriate under the applicable rules of professional responsibility
                                         for the same counsel to represent both the Company and such Lead Manager. In such event,
                                         the reasonable fees and disbursements of no more than one such separate counsel will
                                         be paid by the Company. The Company will have the exclusive right to settle the claim
                                         or proceeding provided that the Company will not settle any such claim, action or proceeding
                                         without the prior written consent of the Lead Manager, which will not be unreasonably
                                         withheld.



 


		3.	The
                                         Company agrees to notify the Lead Manager promptly of the assertion against it or any
                                         other person of any claim or the commencement of any action or proceeding relating to
                                         a transaction contemplated by the Agreement.



 


		4.	If
                                         for any reason the foregoing indemnity is unavailable to Maxim or insufficient to hold
                                         Maxim harmless, then the Company shall contribute to the amount paid or payable by Maxim
                                         as a result of such losses, claims, damages or liabilities in such proportion as is appropriate
                                         to reflect not only the relative benefits received by the Company on the one hand and
                                         Maxim on the other, but also the relative fault of the Company on the one hand and Maxim
                                         on the other, separately and not jointly, that resulted in such losses, claims, damages
                                         or liabilities, as well as any relevant equitable considerations. The amounts paid or
                                         payable by a party in respect of losses, claims, damages and liabilities referred to
                                         above shall be deemed to include any legal or other fees and expenses incurred in defending
                                         any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof,
                                         the Lead Manager’s share of the liability hereunder shall not be in excess of the
                                         amount of fees actually received, or to be received, by such Lead Manager under the Agreement
                                         (excluding any amounts received as reimbursement of expenses incurred by Maxim).



 


		5.	These
                                         Indemnification Provisions shall remain in full force and effect whether or not the transaction
                                         contemplated by the Agreement is completed and shall survive the termination of the Agreement
                                         and shall be in addition to any liability that the Company might otherwise have to any
                                         indemnified party under the Agreement or otherwise.



 


[FINAL
PAGE TO ADDENDUM A OF THE AGREEMENT]


 


 





Members FINRA & SIPC


405 Lexington Avenue * New York, NY 10174
* (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com