Exhibit 10.1


 


Execution Version


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of September 14, 2021 (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 506 of Regulation D (“Regulation D”)
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) 8% 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 applicable 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. Each closing (each, a “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 first Closing hereunder (the “First Closing”) shall be held on the date hereof, at which the Convertible Notes
and Warrants set forth on the Buyer Schedule for the First Closing shall be purchased and sold. Subject to the conditions set forth in
this Agreement and the termination provisions hereof, the second Closing hereunder (the “Second Closing”) shall take
place as soon as practicable, but no later than the fifth (5th) Business Day following the satisfaction or waiver of all of the closing
conditions set forth in Sections 6 and 7, as applicable (other than those to be satisfied at the Closing), or as otherwise mutually agreed
by the Parties, at which the Convertible Notes and Warrants set forth on the Buyer Schedule for the Second Closing shall be purchased
and sold. The date on which each Closing actually occurs is referred to herein as a “Closing Date.”


 


(c)
Closing Payment. The aggregate purchase price for the Convertible Note and the Warrants to be purchased by Buyer at the
applicable 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 each 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.


 


(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 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 understands 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 or transferred unless (A) subsequently registered thereunder,
(B) Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to Buyer, in a form reasonably acceptable
to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to
an exemption from such registration, or (C) Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned
or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule
144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144,
and further, if Rule 144 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) except as provided
in the Registration Rights Agreement, 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).


 


(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.


 






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(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.


 


(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.


 


		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.


 


 






		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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(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, a Form D with the SEC and any other filings as may be required by any state securities agencies). 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.


 


(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.


 






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(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, a Form D with
the SEC and any other filings as may be required by any state securities agencies), 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.


 


(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.


 






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(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.


 


(m)
No Undisclosed Events, Liabilities, Developments or Circumstances. Since January 1, 2020, 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.


 






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(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.


 


(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, 88,846,677 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 agreements or arrangements under which the Company or any of
its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except as provided in Section 5(h) hereof);
(vii) 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; (viii) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (ix) 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 (x)
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.


 






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(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.


 


(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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(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 each 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)
Registration Rights. Except as provided in the Registration Rights Agreement, no holder of securities of the Company has
rights to the registration of any securities of the Company because of the issuance of the Securities hereunder that could expose the
Company to material liability or Buyer to any liability or that could impair the Company’s ability to consummate the issuance and
sale of the Securities in the manner, and at the times, contemplated hereby, which rights have not been waived by the holder thereof as
of the date hereof.


 


(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.


 


		4.	COVENANTS.



 


(a)
Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and provide
a copy thereof to Buyer promptly after filing. The Company shall, on or before the Closing Date, take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to Buyer at the Closing
pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain
an exemption from such qualification), and shall provide confirmation of any such action, if applicable, so taken to Buyer on or prior
to such Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings
and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation,
all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable
federal, foreign, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities
to Buyer.


 


(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.


 






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(c)
Use of Proceeds. The Company shall use the proceeds from the sale of the Securities, in the first instance, to engage an
independent auditor to perform an audit of the Company in accordance with PCAOB standards or that otherwise satisfies SEC requirements
companies list on the Nasdaq Global Select Market and, in the second instance, 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 First 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.


 


(g)
Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and
agrees that the Securities may be pledged by Buyer in connection with a bona fide margin agreement or other loan or financing arrangement
that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder, and Buyer effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise
make any delivery to the Company pursuant to this Agreement or any other Transaction Document. At Buyer’s expense, the Company hereby
agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of
the Securities to such pledgee by Buyer provided that the Company shall be under no obligation to deliver any legal opinion required in
connection therewith unless required by the Company’s transfer agent to be issued by the Company’s legal counsel.


 






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(h)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time,
on the first (1st) Business Day after the date of this Agreement, 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 8-K Filing or any filing that incorporates language from the 8-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 Registration Statement is declared effective by the SEC, 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 on which the Registration Statement is declared effective by the SEC 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 $0.25.


 


(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; and (vii) the issuance of approximately 14.6 million shares in regards to the Company’s acquisition
of 51% of Holu Hou Energy LLC where such shares do not have registration rights and the majority of such shares will be held in escrow
until after December 31, 2023. The Company further agrees that, without prior consent of the Buyer, until the earlier of (A) twelve (12)
months after the Second 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.


 


(l)
Lock-Up Period. The Company will cause each of its directors and officers to furnish or, where the Ordinary Shares or other
securities referred to below are held by an entity represented by the relevant director or officer rather than by the director or officer
himself, cause such entity to furnish, prior to the Closing Date, a letter pursuant to which each such person shall agree not to directly
or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise transfer or dispose of any Ordinary Shares or securities
convertible into or exercisable or exchangeable for Ordinary Shares or enter into any derivative or other transaction having substantially
similar economic effect with respect to the shares of the Company or any such securities or announce publicly their intention to do any
of the foregoing during the Restricted Period, without the prior written consent of Buyer, subject to customary exceptions.


 


(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).


 






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(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.


 


(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.


 


		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.


 






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(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.


 


(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):


 


[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 






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(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 (including the 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, (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”).


 


(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 applicable
Closing is subject to the satisfaction, at or before the applicable 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 applicable 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 applicable 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 applicable Closing Date and in respect of each 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.


 


(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 applicable 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 applicable Closing Date, including, without limitation, the issuance of all Securities prior to
the date of the applicable 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 applicable Closing Date immediately prior to the applicable Closing.


 






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(v)
The Registrable Securities shall be designated for quotation on the Principal Market and the Ordinary Shares shall not have been
suspended, as of the applicable 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 applicable 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)
Prior to the Second Closing, the Initial Registration Statement (as defined in the Registration Rights Agreement) covering the
sale of all of the Registrable Securities shall have been declared effective under the 1933 Act by the SEC and no stop order with respect
thereto shall be pending or threatened by the SEC. The Company shall have made all filings (including the Prospectus Supplement) under
applicable federal and state securities laws necessary to consummate the sale of the Registrable Securities pursuant to the Registration
Statement and in compliance with such laws.


 


(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.


 


(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 First
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. In the event
that the Second Closing shall not have occurred by ten (10) days following the date on which the Registration Statement is declared effective
by the SEC, then the Buyer shall have the right at the close of business on such date, or any date thereafter, to terminate the obligations
hereunder of the parties to consummate the Second Closing without further liability of the parties to one another in respect thereof;
provided, however, the right to terminate this Agreement under this Section 8 shall not be available to the Buyer if the failure of the
transactions contemplated by this Agreement to have been consummated by such date is the result of the Buyer’s breach of this Agreement
or if the Buyer is otherwise in breach of this Agreement or any other Transaction Document. In the event that the Second Closing shall
not have occurred by thirty (30) days following the date on which the Registration Statement is declared effective by the SEC, then at
the close of business on such date the parties’ obligations hereunder to consummate the Second Closing shall automatically terminate
without further liability of the parties to one another in respect thereof. 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.


 






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		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.


 


(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.


 






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(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.


 


(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)
Registrable Securities. “Registrable Securities” means (i) the Conversion Shares, (ii) the Warrant Shares
and (iii) any capital stock of the Company issued or issuable with respect to such Conversion Shares, the Warrant Shares, the Convertible
Notes or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise and (2) shares of capital stock of the Company into which the Ordinary Shares is converted or exchanged and
shares of capital stock of a Successor Entity (as defined in the Warrants) into which the Ordinary Shares are converted or exchanged,
in each case, without regard to any limitations on exercise or exchange of the Warrants. As to any Registrable Securities, such securities
shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become
effective under the 1933 Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration
statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company, and subsequent public distribution of them shall not require registration under the
1933 Act; or (c) such securities are freely saleable under Rule 144 under the 1933 Act without the requirement for current public information
and without volume or manner of sale limitations.


 


(q)
Registration Rights Agreement. “Registration Rights Agreement” means that certain Registration Rights
Agreement, between the Company and the Purchaser, dated as of the date hereof, in the form attached hereto as Exhibit C.


 


(r)
Registration Statement. “Registration Statement” has the meaning set forth in the Registration Rights
Agreement.


 






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(s)
Restricted Period. “Restricted Period” means the period commencing on the Execution Date and ending on
the earlier of (i) the date immediately following the six month anniversary after the Registration Statement has been declared effective
by the SEC (provided that the Company has maintained an effective registration statement to cover the resale of Registrable Securities
in accordance with the Registration Rights Agreement) and (ii) 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.


 


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


 


(u)
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.


 


(v)
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.


 


(w)
Transaction Documents. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes,
the Warrants, the Registration Rights Agreement 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.


 






    23


     


    

 


(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.


 






    24


     


    

 


(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.


 


(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).


 






    25


     


    

 


(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.


 






    26


     


    

 


(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.


 


(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.


 






    27


     


    

 


(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.


 


(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]


 









    28


     


    

 


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 #1: 
	 	 
	 	ESOUSA HOLDINGS LLC
	 	 
	 	By:	
	 	Name:	Michael Wachs
	 	Title:	Managing Member




 






     


     


    

 


BUYER SCHEDULE #1


 


Name of Buyer: Esousa Holdings LLC


 


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 $10,000,000, convertible into Ordinary Shares at a purchase price per Ordinary Share equal to the lower of (i) $[ ]4;
(ii) ninety percent (90%) of the Closing Bid Price of the Ordinary Shares on the date that the Registration Statement is declared effective
by the SEC; (iii) in the event that the Registration Statement is not declared effective by the SEC on an earlier date, a ninety percent
(90%) of the Closing Bid Price of the Ordinary Shares on that date that the Conversion Shares are eligible to be sold, assigned or transferred
under Rule 144 (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 applicable Closing Date, unless previously converted, and shall begin to amortize on a quarterly basis beginning 12-months from
the applicable Closing Date. Interest shall accrue on the Convertible Note at 8% annually, payable on a quarterly basis, in either cash
or, in the event the Registration Statement has been declared effective, Ordinary Shares. The Convertible Note shall contain a 9.9% blocker.


 


Buyer will purchase Convertible
Notes with an aggregate principal amount of $5,000,000 at the First Closing. Buyer will purchase Convertible Notes with an aggregate principal
amount of $5,000,000 at the Second Closing.


 


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 nine Ordinary Shares for every ten Conversion
Shares initially issuable to Buyer calculated by dividing (x) the aggregate principal amount of all Convertible Notes to be purchased
by Buyer multiplied by nine (9) divided by (y) [ ]5
multiplied by ten (10). 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 $0.25 (as may be adjusted for stock dividends, subdivisions, or
combinations in the manner described in the Warrant).


 


 






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






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




 






     


     


    

 


Notice Contact Information


 


Esousa Holdings LLC


211 East 43rd Street


Suite 402


New York, NY 10017


Telephone: (646) 278-6785


Facsimile: (212) 732-1131


Email: michael@esousallc.com


Attention: Michael Wachs


 


with a copy (for informational purposes only) to:


McDermott Will & Emery LLP

340 Madison Ave.

New York, NY 10173


Telephone: (212) 547-5885

E-mail: Rcohen@mwe.com


dwoodard@mwe.com


Attention: Robert Cohen, Esq.