Exhibit 10.2


 


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDMENT NO. 1 TO REGISTRATION
RIGHTS AGREEMENT (this “Amendment”), dated as of March 3, 2022, is by and among (i) DRAGON VICTORY INTERNATIONAL LIMITED,
an exempted company with limited liability, organized and existing under the laws of the Cayman Islands (the “Company”),
(ii) LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP, a Cayman Islands Segregated Portfolio Company (“LSQ”),
(iii) Natural Selection Capital Holdings Limited, a Cayman company (the “Consulting Company”), (iv) Mr. Ni Ming (“Mr.
Ni,” and together with the Consulting Company, the “Consultants” and each a “Consultant”),
and (v) Elephas Global Master Fund and Jiayi Huang (together with the Company, LSQ, and the Consultants, the “Parties”
and each a “Party”).


 


WITNESSETH:


 


WHEREAS, the Parties entered
into a Registration Rights Agreement dated August 6, 2021 (the “Registration Rights Agreement”); and


 


WHEREAS, the Parties desire
to amend the Registration Rights Agreement to extend the Filing Deadline and the Effectiveness Deadline (as defined in the Registration
Rights Agreement).


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained, the Parties hereby agree as follows:


 


1.
Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration
Rights Agreement.


 


2.
Amendments. The Parties hereby amend the Registration Rights Agreement as follows:


 


2.1   The
definition of “Effectiveness Deadline’ shall be deleted in its entirety and replaced with the following sentence:


 


” ‘Effectiveness Deadline’
means, with respect to a Registration Statement filed hereunder, the date on which the Company is notified by the U.S. Securities and
Exchange Commission (“SEC”) that one of the Registration Statements, as defined below, will not be reviewed or is no longer
subject to further review and comments; provided, that the Effectiveness Deadline for (i) the 1st Closing Registration Statement shall
be no later than the 30th calendar day following the expiration of the 1st Closing Shares Lock-Up Period, (ii) the 2nd Closing Registration
Statement shall be no later than the calendar day that is no later than sixteen months (16) months from the date hereof, and (iii) the
Consulting Company Registration Statement shall be no later than the 30th calendar day following the expiration of the Consulting Company
Lock-Up Period.


 


2.2   The
definition of “Filling Deadline” shall be deleted in its entirety and replaced with the following sentence:


 


” ‘Filing Deadline’
means, (i) with respect to the 1st Closing Registration Statement, any date that is prior to the expiration of the 1st Closing Shares
Lock-Up Period such that the 1st Closing Registration Statement shall become effective by the Effectiveness Deadline as provided herein,
(ii) with respect to the 2nd Closing Registration Statement, the date that is no later than the twelve (12) months following the date
hereof, and (iii) with respect to the Consulting Company Registration Statement, any time prior to the expiration of the Consulting Company
Lock-Up Period such that the Consulting Company Registration Statement shall become effective by the Effectiveness Deadline as provided
herein.


 



     


     


    




 


3.
Ratification. Except as expressly amended by this Amendment, the terms and conditions of the Registration Rights Agreement
are hereby confirmed and shall remain in full force and effect without impairment or modification.


 


4.
Conflict. In the event of any conflict between the Registration Rights Agreement and this Amendment, the terms of this Amendment
shall govern.


 


5.
Governing Law. This Amendment shall be governed by the internal laws of the State of New York without regard to the conflict
of laws principles thereof


 


6.
Counterparts. This Amendment may be executed in any number of counterparts and delivered by email/.pdf format or by facsimile,
each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.


 



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IN WITNESS WHEREOF,
the Parties have caused this Amendment to be duly executed and delivered on their behalf as of the date first above written.


 


THE COMPANY:


  


DRAGON VICTORY INTERNATIONAL LIMITED


 


	By	/s/
                                            Liu Limin	 
	Name:	Liu Limin	 
	Title:	CEO	 



 


1st CLOSING PURCHASER:


 


LSQ Investment Fund SPC, a Cayman Islands Segregated Portfolio
Company, for and on behalf of Disruptive Opportunity Fund II SP


 


	By	/s/
                                            Wang Bingzhong	 
	Name:	Wang Bingzhong	 
	Title:	Director	 



 


Sub-Investment Manager at KBR Fund Management Limited, in its
capacity as sub-investment manager of LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP


 


	By	/s/
                                            Bob Chan	 
	Name:	Bob Chan	 
	Title:	Director	 



 


2nd CLOSING PURCHASER:


 


Elephas Global Master Fund


 


	By	/s/
                                            Li Yiwen	 
	Name:	Li Yiwen	 
	Title:	Director	 



 


Jiayi Huang


 


	By	/s/
                                            Jiayi Huang	 
	Name:	Jiayi Huang	 
	Title:	N/A	 



 






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Consulting Company:


 


Natural Selection Capital Holdings Limited,
a Cayman company


 


	By	/s/ Wang Bingzhong	 
	Name:	Wang Bingzhong	 
	Title:	Director	 



 


Ni Ming


 


	By	/s/ Ni Ming	 
	Name:	Ni Ming	 



 


 


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