Exhibit 10.1


 


AMENDED AND RESTATED SECURITIES PURCHASE
AGREEMENT


 


This Amended and
Restated Securities Purchase Agreement (“Agreement”) is made and entered into in this 19 day of
October 2020 (“Effective Date”), by and between LION GROUP
HOLDING LTD., a company organized under the laws of the Cayman
Islands, its successors and assigns (the “Company”), Greentree Financial Group, Inc., a
Florida corporation (“Greentree”), and the various other investors identified in Schedule I
(together with Greentree, the “Investors”).


 


RECITALS


 


WHEREAS, the Company and the Investors
are parties to the Securities Purchase Agreement, dated August 1, 2020 (the “Original Agreement”), as
amended by that certain First Amendment to Securities Purchase Agreement, dated as of September 29, 2020 (together with the Original
Agreement, the “Purchase Agreement”);


 


WHEREAS, the
Company and Investors now desire to amend and restate (and supersede) the Purchase Agreement in its entirety on the terms and conditions
set forth herein;


 


WHEREAS,
the Company is seeking to raise up to THREE MILLION DOLLARS AND 00/100 ($3,000,000.00) in a limited private offering of
American depositary shares (“ADSs”) of the Company, each representing ONE
(1) Class A ordinary share of the Company, par value $0.0001 per share, to the Investors (the “Offering”,
and such ADSs offered therein, the “Purchased ADSs”); 


 


WHEREAS, the
Investors have agreed to purchase securities of the Company under the Offering (all securities to be purchased hereunder, including
the Purchased ADSs, Warrants, Warrant ADSs, Origination ADSs, being referred to herein as, “Securities”),
subject to the terms and conditions hereof; and


 


WHEREAS, pursuant
to the Original Agreement, the Investors have already purchased and received the Securities under and made the payment for the
First Closing.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency
of which is acknowledged by the Investors and Company (each “party” and, collectively, “parties”),
the parties hereby agree as follows:


 


1. PURCHASE AND
SALE OF SECURITIES. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations
and warranties of the Investor and the Company contained herein, the Company agrees to sell ONE MILLION FIVE HUNDRED THOUSAND (1,500,000)
ADSs of the Company, each representing ONE (1) Class A common share of the Company, par value $0.0001 per share (the “Purchased
ADSs”) to the Investors, and the each Investors agrees to purchase from the Company at a price of TWO DOLLARS AND
00/100 ($2.00) per ADS (“Purchase Price”) the number of Purchased ADSs set forth opposite such Investor’s
name in Schedule I hereto.


 


a. Closing. The
ADSs purchased in the Offering will be purchased in two tranches according to the terms hereof.


 




     


     


    

 


i. First
Closing. The closing of the first tranche of 333,334 ADSs for $1,000,000.00 (the “First Purchase Price”)
will occur within three business days from the Effective Date (“First Closing”).


 


ii. Second
Closing. The closing of the second tranche of 1,166,666 ADSs for $2,000,000.00 (the “Second Purchase Price”)
will occur within five business days from the date that the Registration Statement (defined below) is declared effective by the
United States Securities Exchange Commission (“SEC”, such date being “Second Closing”).


 


2. WARRANTS.
Upon each of the First Closing and the Second Closing, in addition to the Purchased ADSs, the Company shall issue to each of the
Investors warrants, substantially in the form attached hereto as Exhibit A (the “Warrant”), to
purchase the same number of Purchased ADSs (the “Warrant ADSs”) that such Investor is purchasing hereunder
in such First Closing or Second Closing, at an exercise price of $3.00 per ADS. The Warrants shall be exercisable for a period
of three years from the grant date and include a cashless exercise feature and full ratchet anti-dilution terms for two (2) years
from the issuance date, though the Investors each agree not to exercise any Warrant prior to the earlier of (i) 90 days from the
grant date or (ii) the date the Registration Statement is declared effective by the SEC.


 


3. ORIGINATION
FEE. The Company agrees to issue to the Investors, pro rata in proportion to the amount of Purchased ADSs purchased by
such Investor at the applicable closing, an additional 150,000 ADSs as origination fee (the “Origination ADSs”)
payable as follows:


 


		-	50,000 ADSs upon the First Closing; and



 


		-	100,000 ADSs upon the Second Closing.



 


4. [Reserved]


 


5. [Reserved]


 


6. ALLOWANCE
FOR LEGAL FEE. A $35,000.00 allowance for Investor’s legal fees shall be paid by the Company and deducted from the
consideration paid at the First Closing.


 


7. PAYMENT
TERMS. 


 


a. At
the First Closing, the Investors will jointly pay the Company $965,000.00 being payment of the First Purchase Price of $1,000,000.00
less the allowance for legal fees specified in Section 6.


 


b. The
Investors will jointly pay the Company the Second Purchase Price of $2,000,000.00 at the Second Closing.


 


c. The
Company will be responsible for all costs and fees relating to the original issuance of ADSs issued at the First Closing and the
Second Closing, or upon the exercise of Warrants.


 


8. REGISTRATION.
The Company shall prepare and file with the SEC a registration statement on Form F-1 (the “Registration Statement”)
to cover the resale by the Investors of the Class A ordinary shares underlying the Purchased ADSs, Warrant ADSs, and Origination
ADSs (the “Registrable Securities”).


 






    2


     


    

 


a. The
Company will use its reasonable best efforts to file the Registration Statement within 30 days of this Agreement and have the Registration
Statement declared effective by the SEC within 90 days of the date of this Agreement.


 


b. The
Company will bear all expenses relating to the preparation and filing of the Registration Statement.


 


c. The
Company will take all actions necessary so that the Registration Statement remains effective until the earlier of the date (i)
of the second anniversary following the date the Registration Statement is declared effective, (ii) at which all of the Registrable
Securities included in the registration statement have been sold, or (iii) at which all of the Registrable Securities may be sold
under Rule 144 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).


 


d. The
Company will indemnify each of the Investors, its officers and directors and partners, and each person controlling such Investor
within the meaning of Section 15 of the Securities Act (each, and “Indemnified Party”), against all expenses,
claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement
of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in the Registration Statement, prospectus, offering circular or other document, or any amendment or supplement
thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation
promulgated under such laws applicable to the Company in connection with any such registration, and the Company will reimburse
each Indemnified Party for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with
investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Investors for use therein.


 


e. Prior
to the execution of this Agreement or promptly following the date hereof, the Company shall have taken or shall take all necessary
action to cause the ADSs and the Warrant ADSs to be listed upon the Principal Trading Market, if any, upon which the ADSs are then
listed (subject to official notice of issuance) and shall maintain, so long as any other ADSs shall be so listed, such listing.


 


9. CLOSING DELIVERABLES.


 


a. The Company will
deliver to the Investors the following on or before the First Closing:


 


		i.	the Warrants duly executed and issued by the Company;



 


		ii.	confirmation that the first tranche of Origination ADSs and Purchased ADSs have been deposited
into the account of the Investors; and



 


		iii.	an officer’s certificate certifying that the Company’s representations in Section 10
are true and correct.



 






    3


     


    

 


b. The Investors will
deliver to the Company the following on or before the First Closing:


 


		i.	the First Purchase Price, net of allowance for legal fees, for the first tranche of Purchased ADSs;
and



 


		ii.	all necessary certifications and documentation to Deutsche Bank Trust Company Americas, as the
depositary bank issuing the ADSs (the “Depositary Bank”).



 


c. The Company will
deliver to the Investors the following on or before the Second Closing:


 


		i.	confirmation that the second tranche of Origination ADSs and Purchased ADSs have been deposited
into the account of the Investors;



 


		ii.	the Warrants duly executed and issued by the Company;



 


		iii.	confirmation that the Company has instructed the Depositary Bank to remove the restrictive legend
from the ADSs issued at the First Closing;



 


		iv.	an officer’s certificate certifying that the Company’s representations in Section 10
are true and correct; and



 


		v.	confirmation that the restrictive legend has been removed from the ADSs received at the First Closing.



 


d. The Investors will
deliver to the Company the following on or before the Second Closing:


 


		i.	the Second Purchase Price for the second tranche of Purchased ADSs; and



 


		ii.	all necessary certifications and documentations to the Depositary Bank.



 


10. REPRESENTATIONS
AND WARRANTIES BY THE COMPANY. In order to induce the Investors to enter into this Agreement and to purchase the Securities
provided for herein, Company represents and warrants to the Investors as follows, which representations and warranties shall also
be true and correct as of the First Closing, and Second Closing:


 


a. Organization,
Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws
of Cayman Islands and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its
business as it is now being conducted.


 


b. Non-Shell
Status. The Company is not now nor has ever been a “shell company” as that term is defined in Rule 405 of the Securities
Act.


 


c. Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, and the
Warrant (all such documents together with all amendments, schedules, exhibits, annexes, supplements and related items, to each
such document shall hereinafter be collectively referred to as, the “Transaction Documents”). The execution,
delivery and performance of the Transaction Documents by the Company, and the consummation by it of the transactions contemplated
in, have been duly and validly authorized by all necessary corporate action. The Transaction Documents, when executed and delivered,
will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other
equitable principles of general application.


 






    4


     


    

 


d. Adequate
ADSs. The Company will at all times have authorized and reserved a sufficient number of Class A Common Shares of the Company
to provide for the exercise of the rights represented by this Agreement and the respective Warrants Agreement. The initial reserve
will be set at 3,000,000 Class A Common Shares of the Company.


 


e. Periodic
Filings. At all times, the Company will remain current in its reporting requirements with the SEC under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). All information contained in the Company’s period
filings with the SEC is true and correct to the best of the Company’s knowledge.


 


f. Valid
Issuance. All Securities to be issued pursuant to this Agreement, when issued, shall be duly and validly issued, fully paid,
and nonassessable, and will be transferred free of liens, encumbrances and restrictions on transfer other than (a) restrictions
on transfer under this Agreement and under applicable state and federal securities laws, and (b) restrictions on transfer
under the Company’s governing documents.


 


g. Legal
Proceedings. There is no action, suit, proceeding, arbitration, claim, investigation or inquiry pending or, to the Company’s
knowledge, threatened by or before any governmental body against the Company which, individually or in the aggregate, would reasonably
be expected to have a material adverse effect on the Company, nor are there any orders, writs, injunctions, judgments or decrees
outstanding of any court or government agency or instrumentality and binding upon the Company or its affiliates that would reasonably
be expected to have a similar material adverse effect on the Company or its operations.


 


h. No
Conflicts. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance with the terms and provisions
hereof, nor the issuance of the Securities, will conflict with, or result in a breach or violation of any of the terms, conditions
or provisions of, or constitute a default under, any contract, agreement, mortgage, indenture, lease, instrument, order, judgment,
statute, law, rule or regulation to which the Company is subject.


 


i. Non-public
Information. The Company has not disclosed, and will not disclose knowingly while the Investors owns any Securities, to the
Investors any material, non-public information of the Company.


 


j. Capitalization.
The Company currently has 500,000,000 shares with a nominal or par value of $0.0001 each,
comprising (a) 300,000,000 Class A Ordinary Shares; (b) 150,000,000 Class B Ordinary Shares, of which 8,331,296 Class A Ordinary
Shares in form of ADSs and 9,751,214 Class B Ordinary Shares are issued and outstanding as of the date hereof. In addition,
other than any warrants issued pursuant to the Purchase Agreement, the Company currently has 17,795,000 warrants issued and outstanding
as of the date hereof. All such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued,
fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar
rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company.
As of the effective date of this Agreement, except as disclosed in the Company’s public filings with the SEC, there are no
outstanding options, warrants, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims
or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no
agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or
their securities under the Securities Act, and (iii) there are no anti-dilution or price adjustment provisions contained in any
security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance
of the Securities. The Company has provided the Investors with true and correct copies of the Company’s Certificate of Incorporation
as in effect on the date hereof (“Certificate of Incorporation”) and the Company’s By-laws, as
in effect on the date hereof (the “By-laws”).


 






    5


     


    

 


k. Absence
of Certain Changes. Since its last periodic report filed with the SEC, there has been no material adverse change and no material
adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations or
prospects of the Company or any of its subsidiaries. 











 


l. Patents,
Copyrights, etc. The Company and each of its subsidiaries owns or possesses the requisite licenses or rights to use all patents,
patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service
names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business
as now operated (and, as presently contemplated to be operated in the future). There is no claim or action by any person pertaining
to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary
with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated
to be operated in the future); to the best of the Company’s knowledge, the Company’s or its subsidiaries’ current
and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person;
and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of
its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual
Property.


 


m. Tax
Status. The Company and each of its subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported
taxes) and has 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 has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. 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 know of no basis for any such claim. The Company has not executed a waiver with respect to the statute
of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s
tax returns is presently being audited by any taxing authority.


 


n. No
Brokers; No Solicitation. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company acknowledges
and agrees that none of the Investors nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company
to enter into this Agreement and consummate the transactions described in this Agreement.


 


 o. Permits;
Compliance. The Company and each of its subsidiaries is in possession of all material franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the
Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the
Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably
be expected to have a material adverse effect on the Company.


 






    6


     


    

 


p. Title
to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to 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. Any real property and facilities held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and enforceable leases.


 


q. Internal
Accounting Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient,
in the judgment of the Company’s board of directors, to provide reasonable assurance 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 accountability, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.


 


r. Foreign
Corrupt Practices. Neither the Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made
any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


s. 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 any reason to believe that it will not be able
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 on the Company. Upon written
request the Company will provide to the Investors true and correct copies of all policies relating to directors’ and officers’
liability coverage, errors and omissions coverage, and commercial general liability coverage.


 


t. Use
of Proceeds. The Company covenants and warrants that it will use the proceeds received from the Investors as working capital
and general corporate purposes.


 


11. REPRESENTATIONS
AND WARRANTIES BY THE INVESTORS. Each of the Investors, by its acceptance of this Agreement, severally and not jointly
represents and warrants to Company as follows:


 


a. Investor
is acquiring the Securities for its own account and not with a view towards distribution. 


 






    7


     


    

 


b. Investor
is an “accredited investor” within the definition contained in Rule 501(a) under the Securities Act. Investor has adequate
net worth and means of providing for its current needs and contingencies and is able to sustain a complete loss of the investment
in the Securities purchase, and has no need for liquidity in such investment. Investor, itself or through its officers, employees
or agents, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and
risks of an investment such as an investment in the Securities, and Investor, either alone or through its officers, employees or
agents, has evaluated the merits and risks of the investment in the Securities.


 


c. Investor
acknowledges and agrees that it is purchasing the Securities hereunder based upon its own inspection, examination and determination
with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature,
whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company.


 


d. Investor
has no contract, arrangement or understanding with any broker, finder, investment bank, financial intermediary or similar agent
with respect to any of the transactions contemplated by this Agreement.


 


e. Authorization.
This Agreement has been duly and validly authorized by the Investor. This Agreement has been duly executed and delivered on behalf
of the Investor, and this Agreement constitutes a valid and binding agreement of the Investor enforceable in accordance with its
terms.


 


f. Organization,
Good Standing and Power. The Investor is a corporation duly incorporated, validly existing and in good standing under the laws
of the state in which it was incorporated and has the requisite corporate power to own, lease and operate its properties and assets
and to conduct its business as it is now being conducted.


 


g. No
Conflicts. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance with the terms and provisions
hereof, nor the purchase of the Securities, will conflict with, or result in a breach or violation of any of the terms, conditions
or provisions of, or constitute a default under, any contract, agreement, mortgage, indenture, lease, instrument, order, judgment,
statute, law, rule or regulation to which the Investor is subject.


 


12.
LIQUIDATED DAMAGES.


 


a. If
(i) the Registration Statement is not filed with the SEC on or prior to the date 30 days from the Effective Date, (ii) the
Registration Statement has not been declared effective by the SEC on or prior to the date 90 days from the Effective Date, or (iii) 
any registration statement required by this Agreement is filed and declared effective by the Commission but shall thereafter cease
to be effective or fail to be usable for its intended purpose (each such event referred to as a “Registration Default”),
the Company hereby agrees to pay liquidated damages (“Liquidated Damages”) to each of the Investors in
an amount equal to 5% of the amount already paid by such Investor during each month that such Registration Default continues, which
Liquidated Damages shall be increased to 10% of the amount already paid by such Investor during each month if the Registration
Statement is not effective within 150 days from the Effective Date.  Following the cure of all Registration Defaults relating
to any particular registrable Securities, Liquidated Damages shall cease to accrue; provided, however, that, if after
Liquidated Damages have ceased to accrue, a different Registration Default occurs, Liquidated Damages shall again accrue pursuant
to the foregoing provisions. Any amounts due under this Section shall be paid in cash denominated in US currency by the fifth (5th)
day of the month following the month in which they accrued.


 






    8


     


    

 


b. If
the Company fails to deliver any Securities due the Investors hereunder within three (3) business days (“Delivery Date”)
of the date such Securities are to be delivered under the terms of this Agreement, and provided each of the Investors have delivered
to the Company all applicable deliverables under Section 9 hereto, the Company shall pay to the Investors collectively in immediately
available funds denominated in US currency $1,000.00 times the Proportional Amount per day past the Delivery Date until the Securities
are delivered. However, should the Securities remain undelivered past the 7th business day after the Delivery Date,
then the Company shall pay to the Investors collectively $2,500 times the Proportional Amount per day until the Securities are
actually delivered to the Investor. Any amounts due under this Section shall be paid by the fifth (5th) day of the month
following the month in which they accrued. The Company agrees that the right to receive Securities is a valuable right to the Investors
and a material consideration of it entering this Agreement. The parties agree that it would be impracticable and extremely difficult
to ascertain the amount of actual damages caused by a failure of the Company to timely deliver ADSs as required hereby. Therefore,
the parties agree that the foregoing liquidated damages provision represents reasonable compensation for the loss which would be
incurred by the Investor due to any such breach. The parties agree that this Section is not intended to in any way limit Investor’s
right to pursue other remedies, including actual damages and/or equitable relief. For purposes of this subsection 12.b., the “Proportional
Amount” is the fraction derived from dividing the number of Securities for which timely delivery has not occurred
(as the numerator) by the sum of all Securities to be delivered at any time under this Agreement other than Warrants (as the denominator).








 


c. The
Company and the Investors hereto acknowledge and agree that the sums payable as Liquidated Damages under subsection 12(a) and 12(b)
above shall constitute liquidated damages and not penalties and are in addition to all other rights of the Holders, including the
right to call a default under this Agreement.  The parties further acknowledge that (i) the amount of loss or damages
likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections bear a
reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection
with any failure by the Company to obtain or maintain the effectiveness of a registration statement, (iii) one of the reasons for
the Company and the Investors reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the
question of actual damages, and (iv) the Company and the Investors are sophisticated business parties and have been represented
by sophisticated and able legal counsel and negotiated this Agreement at arm’s length.


 


13. EVENTS OF
DEFAULT. An event of default will occur if any of the following circumstances occur (each an “Event of Default”):


 


a. Any
representation or warranty made by Company in this Agreement or in connection with any Transaction Documents, or in any financial
statement, or any other statement furnished by Company to the Investors is untrue in any material respect at the time when made
or becomes untrue.


 


b. Default
by Company in the observance or performance of any obligation in this Agreement or Transaction Documents.


 


c.  Filing
by Company of a voluntary petition in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief
under the Bankruptcy Code as amended or under any other insolvency act or law, state or federal, now or hereafter existing.


 


d. Filing
of an involuntary petition against Company in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other
relief under the Bankruptcy Code as amended, or under any other insolvency act or law, state or federal, now or hereafter existing,
and the continuance thereof for sixty (60) days undismissed, unbonded or undischarged.


 






    9


     


    

 


e. Company
liquidates, transfers, sells, or assigns substantially its assets or elects to wind down its operations or dissolve.


 


f. The
Company fails to stay current in its SEC reporting obligations.


 


g. Default
by the Company under the terms of any notes, debt obligations or warrant agreements with a party other than the Investors that
exceeds a value of $1 million.


 


h. The
Company fails to maintain DTC or DWAC eligibility.


 


i. The
Company interferes with any Investor’s efforts to remove the restrictive legend from the Purchased ADSs and/or Warrant ADSs
when such Investor has provided an attorney opinion letter opining that the Purchased ADSs and/or Warrant ADSs are eligible to
have the legend removed pursuant to Rule 144 or otherwise.








 


14. REMEDIES.
(i) There will be no cure period available for the Event of Default as defined in Section 13(c) and 13(d); (ii) upon the occurrence
of an Event of Default as defined above, and provided such Event of Default as defined in Section 13(a) and 13(b), and Section
13(e) through 13(l), has not been cured by the Company within three (3) business days after the occurrence of such Event of Default,
the Investors shall have all of the rights and remedies provided by applicable law and equity. To the extent permitted by law,
Company waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement, and/or any
Warrants. No failure or delay on the part of any Investor in exercising any right, power, or privilege hereunder or thereunder
will preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies
provided herein are cumulative and not exclusive of any other rights or remedies provided at law or in equity. In addition to being
entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investors will be entitled
to specific performance under the Transaction Documents. The Company agrees that monetary damages may not be adequate compensation
for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any
action for specific performance of any such obligation (other than in connection with any action for a temporary restraining order)
the defense that a remedy at law would be adequate.


 


15. NOTICE.
Any and all notices, demands, advance requests or other communications required or desired to be given hereunder by any party shall
be in writing and shall be validly given or made to another party if (i) personally served, (ii) sent by email on the date such
email is sent (provided confirmation of such email being sent is provided upon request) (iii) deposited in the United States mail,
postage prepaid, return receipt requested, or (iv) by facsimile with confirmation receipt. Notice hereunder is to be given as follows:


 


If to the Company:


 


Unit A-C, 33/FTower A, Billion Center

1 Wang Kwong Road

Kowloon Bay, Hong Kong

Attn: Chunning Wang


 


with a copy
to:


 


Kirkland & Ellis

26F, Gloucester Tower, The Landmark

15 Queens Road Central, Hong Kong

Attn: Ben James, Esq.


 






    10


     


    

 


If to Greentree:


 


Greentree Financial Group, Inc.

7951 S.W. 6th Street, Suite 216

Plantation, Florida 33324

Attn: R. Chris Cottone


 


with a copy to:


 


Jonathan D. Leinwand, P.A.

18851 NE 29th Ave.

Suite 1011

Aventura, FL 33180

Attn: Jonathan D. Leinwand, Esq.


 


16. GENERAL PROVISIONS.
All representations and warranties made in the Transaction Documents shall survive the execution and delivery of this Agreement
and the acquisition of Securities for a period of two years. This Agreement will be binding upon and inure to the benefit of Company
and the Investor, their respective successors and assigns.


 


17. ENTIRE AGREEMENT.
The Transaction Documents contain the entire agreement of the parties and supersede and replace all prior discussions, negotiations
and representations of the parties. No party shall rely upon any oral representations in entering into this Agreement, such oral
representations, if any, being expressly denied by the party to whom they are attributed and it being the intention of the parties
to limit the terms of this Agreement to those matters contained herein in writing.


 


18. BINDING EFFECT.
This Agreement is binding upon and inures to the benefit of the parties hereto, their heirs, personal representatives, successors
and assigns.


 


19. GOVERNING
LAW AND CONSENT TO JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without regard to conflict of law provisions. All disputes arising out of or in connection with this Agreement, or
in respect of any legal relationship associated with or derived from this Agreement, shall only be heard in any competent court
residing in New York County, New York. The Company agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives
any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action
on or proceeding brought against the Investors shall only be brought in such courts.


 


20.
ATTORNEYS FEES. In the event Investors hereof shall refer the Transaction Agreements to an attorney to enforce the terms
thereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Investors
rights, including reasonable attorney's fees, whether or not suit is instituted.


 


21. AMENDMENT.
The terms of this Agreement may not be amended, modified, or eliminated without written consent of the parties.


 






    11


     


    

 


22. SEVERABILITY.
Every provision of this Agreement is intended to be severable. If any term or provision thereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.


 


23. CONSTRUCTION.
Section and paragraph headings are for convenience only and do not affect the meaning or interpretation of this Agreement. No rule
of construction or interpretation that disfavors the party drafting this Agreement or any of its provisions will apply to the interpretation
of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms.


 


24. FURTHER ASSURANCES.
Each party hereto agrees to do all things, including execute, acknowledge and/or deliver any documents which may be reasonably
necessary, appropriate or desirable to effectuate the transactions contemplated herein pursuant to terms and conditions of this
Agreement.


 


25. COUNTERPARTS.
The parties agree that this Agreement may be executed in one or more counterparts, each of which shall be an original, and all
of which, taken together, shall constitute one and the same instrument. The parties further agree that this Agreement may be executed
by telecopy or fax of the signature page, which countersigned faxed signature will for all purposes be deemed an execution.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 




    12


     


    

 


IN WITNESS WHEREOF, the parties hereto
enter into this Securities Agreement which is effective as of the date first above written.


 


	COMPANY:  	 
	 	 
	Lion Group Holding Ltd.  	 
	 	 
	By:	/s/
    Chunning Wang  	 
	Name:	Chunning Wang 
	Title:	Chief Executive Officer 




 





    13


     


    

 


	GREENTREE:
	 	 	 
	Greentree Financial Group, Inc.	 
	 	 	 
	By:	/s/
                                                                            R. Chris Cottone 	 
	Name:	R. Chris Cottone	 
	Title:	Vice President	 
	 	 	 
	 	 	 
	OTHER INVESTORS:	 
	 	 	 
	R-Opus Management Inc.	 
	 	 	 
	By:	/s/
                                                                            Weiheng Cai 	 
	Name:	Weiheng Cai	 
	Title:	 	 



 


	Capital
    Markets Solutions, LLC	 
	
	 	 
	By:	/s/
    William Gerhauser 	 
	Name:	William Gerhauser	 
	Title:	Managing Member	 


 



    14


     


    

 


SCHEDULE I


 


	 	 	 	 	 	First Closing	 	 	Second Closing	 
	Investor	 	%	 	 	Purchased Shares	 	 	Origination	 	 	Warrants	 	 	Purchased Shares	 	 	Origination	 	 	Warrants	 
	Greentree Financial Group, Inc.	 	 	62.5	 	 	 	208,334	 	 	 	31,250	 	 	 	208,334	 	 	 	729,166	 	 	 	62,500	 	 	 	729,166	 
	R-Opus Management Inc.	 	 	12.5	 	 	 	41,667	 	 	 	6,250	 	 	 	41,667	 	 	 	145,833	 	 	 	12,500	 	 	 	145,833	 
	Capital Markets Solutions, LLC	 	 	25.0	 	 	 	83,333	 	 	 	12,500	 	 	 	83,333	 	 	 	291,667	 	 	 	25,000	 	 	 	291,667	 
	Total	 	 	100	 	 	 	333,334	 	 	 	50,000	 	 	 	333,334	 	 	 	1,166,666	 	 	 	100,000	 	 	 	1,166,666	 



 




    15


     


    

 


EXHIBIT A


 


WARRANT FORM


 


 


16