Exhibit 4.1


 


 


EQUITY PURCHASE AGREEMENT


 


This
equity purchase agreement is entered into as of April 8, 2020 (this "Agreement"), by and between Origin Agritech
Limited, a British Virgin Islands corporation (the "Company"), and Oasis Capital, LLC, a Puerto Rico limited liability
company (the "Investor").


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Five Million Dollars ($5,000,000.00)
of the Company’s Common Stock (as defined below);


 


NOW, THEREFORE, the parties hereto agree as
follows:


 


ARTICLE I


CERTAIN
DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


"Agreement" shall have the meaning
specified in the preamble hereof.


 


“Average
Daily Trading Value” shall mean the average trading volume of the Company’s Common Stock in the five (5) Trading
Days immediately preceding the respective Put Date multiplied by the lowest traded price of the Company’s Common Stock in
the five


(5) Trading Days immediately
preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


"Claim Notice" shall have the meaning
specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker fees when the total amount in the respective Put Notice is less
than $60,000.00 and Transfer Agent fees, excluding commissions.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


"Closing"
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


"Closing Certificate"
shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 






     


     


    

 


“Closing Date” shall mean the
date of any Closing hereunder.


 


"Commitment
Period" shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the
Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) April 7, 2022,
or written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds any
of the Put Shares).


 


"Common
Stock" shall mean the Company's ordinary shares, nil par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


"Company" shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


"Damages"
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


"Dispute Period" shall have the
meaning specified in Section 9.3(a).


 


“DTC” shall
mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST Program” shall mean
the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC” shall mean Deposit Withdrawal at Custodian
as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational
Arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program,
(d) the Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy
prohibiting or limiting delivery of the Put Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 






     


     


    

 


"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Cap” shall have the
meaning set forth in Section 7.1(c).


 


"Execution Date" shall mean the
date of this Agreement.


 


"FINRA" shall mean the Financial
Industry Regulatory Authority, Inc.


 


"Investment Amount"
shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price minus the Clearing Costs.


 


"Indemnified Party" shall have the
meaning specified in Section 9.2.


 


"Indemnifying Party" shall have
the meaning specified in Section 9.2.


 


"Indemnity Notice" shall have the
meaning specified in Section 9.3(e).


 


"Investor" shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


"Market
Price" shall mean the one (1) lowest VWAP on the Principal Market for any Trading Day during the Valuation Period, as
reported by Bloomberg Finance L.P or other reputable source.


 


"Material
Adverse Effect" shall mean any effect on the business, operations, properties, or financial condition of the Company and
the Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation
that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations
under any Transaction Document.


 


"Maximum
Commitment Amount" shall mean Five Million Dollars ($5,000,000.00).


 


"Person"
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


"Principal
Market" shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e.
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time
the principal trading platform or market for the Common Stock.


 






     


     


    

 


"Purchase
Price" shall mean 94% of the Market Price on such date on which the Purchase Price is calculated in accordance with the
terms and conditions of this Agreement.


 


"Put"
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


"Put
Date" shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section
2.2(b).


 


"Put
Notice" shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the
Put Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


"Put
Shares" shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable
Put Notice in accordance with the terms and conditions of this Agreement.


 


"Registration Statement"
shall have the meaning specified in Section 6.4.


 


"Regulation D"
shall mean Regulation D promulgated under the Securities Act.


 


"Rule
144" shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


"SEC" shall
mean the United States Securities and Exchange Commission.


 


“SEC Documents” shall have the
meaning specified in Section 4.5.


 


Securities" means, collectively, the Put Shares.


 


"Securities Act" shall mean the
Securities Act of 1933, as amended.


 


“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the
voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K
promulgated under the Securities Act.


 


"Third Party Claim"
shall have the meaning specified in Section 9.3(a).


 


“Trading Day” shall mean a day
on which the Principal Market shall be open for


business.


 


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto.


 


"Transfer
Agent" shall mean Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor
transfer agent of the Company.


 






     


     


    

 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent
to issue the Put Shares pursuant to the Transaction Documents, in the form of Exhibit C attached hereto.


 


"Valuation
Period" shall mean the period of five (5) Trading Days immediately following the Put Date associated with the applicable
Put Notice, provided, however, that the Put Date shall count towards one of the five (5) Trading days if the applicable Put Notice
is delivered to Investor by email on or prior to 8:30 a.m. New York time.


 


“VWAP”
shall mean for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a national exchange as included in the term Principal Market, the daily volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on such national exchange on which the Common Stock is then listed or
quoted for trading as reported by Bloomberg L.P. or Quotestream, a product of QuoteMedia, Inc. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then traded on a national exchange,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTCQX, OTCQB, OTC Pink
or OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTCQX, OTCQB, OTC Pink or OTC Bulletin Board
and if prices for the Common Stock are then reported in the OTC markets or a similar organization or agency, the most recent bid
price per share of the Common Stock so reported the reflects the equivalent of a trading market for the Common Stock; or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Holder and reasonably acceptable to the Company.


 


ARTICLE II


PURCHASE AND SALE OF
COMMON STOCK


 


Section
2.1PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII),
the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice
from time to time, to purchase Put Shares (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount of 150%
of the Average Daily Trading Value; provided that such minimum amount of Put Shares may be decreased and such maximum amount
of Put Shares may be increased subject to the Investor’s approval.


 


 


Section
2.2  MECHANICS.

 


(a)      PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement,
the Company may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise
provided herein. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two
(2) Trading Days following the Put Date.


 






     


     


    

 


(b)      DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email
by the Investor if such notice is received on or prior to 8:30 a.m. New York time or (ii) the immediately succeeding Trading Day
if it is received by email after 8:30 a.m. New York time on a Trading Day or at any time on a day which is not a Trading Day. The
Company shall not deliver another Put Notice to the Investor within ten (10) Trading Days of a prior Put Notice, without the consent
of Investor.


 


Section
2.3CLOSINGS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment
Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase
Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of
a Put shall occur within two (2) Trading Days following the respective Valuation Period, whereby the Investor shall deliver the
Investment Amount by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior
to such Closing, each of the Company and the Investor shall deliver to each other all documents, instruments and writings required
to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions
contemplated herein. At the Closing of a Put, the Investor will deliver with the Investment Amount a copy of the VWAP used to calculate
the Investment Amount, which may be either from Bloomberg or Quotestream.


 


ARTICLE III


REPRESENTATIONS AND
WARRANTIES OF INVESTOR


 


The Investor represents and warrants to the Company
that:


 


Section
3.1INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement
(whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act
or any applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the
Securities at any time in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is
relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement
or the securities laws of any jurisdiction.


 


Section
3.3ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the
Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment
in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of
risk.


 






     


     


    

 


Section
3.4AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is
required. Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor
in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles of general application.


 


Section
3.5NOT AN AFFILIATE. The Investor is not an officer, director or "affiliate" (as that term is defined in Rule
405 of the Securities Act) of the Company.


 






     


     


    

 


Section
3.6ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and the
other Transaction Documents.


 


Section
3.7ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation
of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof by the Investor, will
not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate
any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor
or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition
of any lien pursuant to the terms of any such indenture, instrument or agreement to which the Investor is a party, or constitute
a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any third-party (that has
not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Investor
is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on
behalf of the Company and has had access to all publicly available information with respect to the Company.


 


Section
3.9MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


 


The Company
represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto:


 


Section
4.1ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with
the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no
proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or qualification.






     


     


    




 


Section
4.2AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction
Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders
is required. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors' rights and remedies or by other equitable principles of general application.


 


Section
4.3CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of (a) 60,000,000 shares
of Common Stock, no par value per share, of which 4,801,724 shares of Common Stock are issued and outstanding as of March 3, 2020,
and (b) 1,000,000 shares of preferred stock, no par value per share,
of which none are issued and outstanding. Except as set forth on Schedule 4.3 and issuances to the Investor as of
the date hereof the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act,
other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares
of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or
exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act.
As of the date hereof, no Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. As of the date hereof, except as set forth on Schedule
4.3, except as stated in this Section 4.3, and except as a result of the purchase and sale of the Securities, there are no
outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire
any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is
or may become bound to issue additional shares of Common Stock or Common Stock Equivalents other than pursuant to two general stock
option plans of the Company. As of the date hereof, the issuance and sale of the Securities will not obligate the Company to issue
shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder
of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. As of the date
hereof, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders.


 






     


     


    

 


Section4.4LISTINGANDMAINTENANCEREQUIREMENTS.The
Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed
to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as set forth
on Schedule 4.4 hereto, the Company has not, in the twelve (12) months preceding the date hereof, received notice from
the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. The Company is in compliance with all such listing and
maintenance requirements.


 


Section
4.5SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of
any such extension. As a result of the late filings, the Company will have to do a F-1 registration statement. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when
filed 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 light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes
thereto or (b) in the case of unaudited interim statements, to the extent they may not include 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents
or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of
the Company.


 


Section 4.6VALID ISSUANCES. The Securities
are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly
issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer
provided for in the Transaction Documents.


 






     


     


    

 


Section
4.7NO CONFLICTS. The execution, delivery and performance 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 Put Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s
certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute
a material default (or an event that with notice or lapse of time or both would become a material default) under, result in the
creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, instrument or any "lock-up" or similar provision
of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any
federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default
under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation
of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have a Material
Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings
that may be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant
hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the
accuracy of the relevant representations and agreements of Investor herein. Notwithstanding the foregoing, the Company is required
to make a filing with Nasdaq with respect to this Agreement and the other Transaction Documents.


 


Section
4.8NO MATERIAL ADVERSE CHANGE. Other than the delinquency of filings of certain SEC Documents and the notices from NASDAQ
otherwise disclosed herein and in the Schedules hereto, no event has occurred that would have a Material Adverse Effect on the
Company that has not been disclosed in subsequent SEC filings.


 


Section
4.9LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.9,
there are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written
or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No
judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any
court, arbitrator or governmental agency which would have a Material Adverse Effect. 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 Subsidiary or any
current or former director or officer of the Company or any Subsidiary.


 






     


     


    

 


Section
4.10REGISTRATION RIGHTS. As of the date hereof, except as set forth on Schedule 4.10, no Person (other than the
Investor) has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company
or any Subsidiary.


 


ARTICLE V


COVENANTS
OF INVESTOR


 


Section 5.1COMPLIANCE WITH LAW; TRADING IN
SECURITIES. The Investor's trading activities with respect to shares of Common Stock will be in compliance with all applicable
state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.


 


Section
5.2SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or
pursuant to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment
Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number
of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor
shall, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with
the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included
in the Transaction Documents.


 


ARTICLE VI


COVENANTS
OF THE COMPANY


 


Section
6.1LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares to be issued to the
Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable efforts
to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Put Shares from time to time issuable
hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading of the Common Stock on
the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects
with the Company's reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal Market.


 


Section 6.2OTHER EQUITY LINES AND CONVERTIBLE
NOTES. Other than the arrangements with the Investor, so long as this Agreement remains in effect, the Company covenants and
agrees that it will not, without the prior written consent of the Investor, enter into any other equity line of credit agreement
with any other party or issue any promissory note convertible into Common Stock to any other party that converts into Common Stock
on a variable basis or converts (for the entire term) at a rate that is less than the Market Price on the date of issuance of
the promissory note. For the avoidance of doubt, nothing contained in the Transaction Documents shall restrict, or require the
Investor's consent for, any agreement providing for the issuance or distribution of any equity securities of the Company pursuant
to any agreement or arrangement that is not covered in this Section 6.2. For the further avoidance of doubt, nothing contained
in the Transaction Documents shall restrict or require the Investor’s consent for any public or private offering of any
securities of the Company in which the net proceeds is greater than $2,000,000 or of a subsidiary, any joint venture to which
the Company or its subsidiaries is a party, any merger, consolidation or combination in which the Company or its subsidiaries
is a surviving party or, after a termination of this Agreement, any merger, consolidation or combination in which the Company
is not the surviving party or the sale of all or substantially all the assets of the Company.


 






     


     


    

 


Section6.3FILINGOFCURRENTREPORTANDREGISTRATION
STATEMENT. The Company agrees that it shall file a Current Report on Form 6-K, including the Transaction Documents as exhibits
thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing
the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall permit
the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Trading Days
prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall
use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading
Day from the date the Investor receives it from the Company. The Company shall also file with the SEC, within forty (40) calendar
days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale
of the Put Shares.


  


ARTICLE VII


CONDITIONS
TO DELIVERY OF


PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1CONDITIONS PRECEDENT TO THE RIGHT
OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue and sell the Put Shares to the Investor
is subject to the satisfaction of each of the conditions set forth below:


(a)     ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be
true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at
each such time.


 


(b)     PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to
such Closing.


 


(c)     PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right
to receive any Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares of Common Stock which
the Company may issue without breaching the Company’s obligations under the rules or regulations of the Principal Market
(the “Exchange Cap”). If the Exchange Cap will be exceeded pursuant to the terms of this Agreement, then if
the Investor and the Company mutually agree, the Company will take commercially reasonable action to seek shareholder approval
for the approval of this Agreement so as to satisfy the rules and regulations of the Principal Market.


 






     


     


    

 


Section7.2CONDITIONSPRECEDENTTOTHEOBLIGATIONOF
INVESTOR TO PURCHASE PUT SHARES.  The obligation of the Investor hereunder to purchase Put Shares is subject to the satisfaction
of each of the following conditions:


 


(a)     EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be effective
for the resale by the Investor of the Put Shares and (i) neither the Company nor the Investor shall have received notice that the
SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended
or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened
to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related
prospectus shall exist.


 


(b)     SUFFICIENT AUTHORIZED SHARES. In respect of each Put, the Company has at the time of making the Put sufficient authorized
ordinary shares to be able to deliver the Put Shares.


 


(c)     ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth
in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the date of
each Closing (except for representations and warranties specifically made as of a particular date).


 


(d)     PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with
all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(e)      
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and
materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been
commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated
by the Transaction Documents.


 


(f)      
ADVERSE CHANGES. Since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 


(g)     
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for
listing or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or
halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the
right to return to the Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect
to such Put shall be reduced accordingly.


 






     


     


    

 


(h)      
BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the
number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed
beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined
below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes
of this Section 7.2(g), in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of
the Exchange Act and the regulations promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice
associated with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes
of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own
more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable pursuant to a Put Notice.


 


(i)       
PRINCIPAL MARKET REGULATION. The issuance of the Put Shares shall not exceed the Exchange Cap.


 


(j)      
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing
the Registration Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen
(15) Trading Days following the Trading Day on which such Put Notice is deemed delivered).


 


(k)     
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval
requirements of the Principal Market.


 


(l)     
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing
Certificate executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have
been satisfied as of the date of each such certificate.


 


(m)    
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(n)     
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required
to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed
with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.


 


(o)     
MINIMUM PRICING. The lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the
respective Put Date must exceed $0.01 per share, unless waived in writing by the Investor.


 






     


     


    

 


ARTICLE VIII


LEGENDS


 


Section
8.1NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the
Put Shares.


 


Section
8.2INVESTOR'S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor's obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.


 


 


ARTICLE IX


NOTICES;
INDEMNIFICATION


 


Section
9.1NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or
(d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth business
day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


 


The addresses for such communications shall be:


 


If to the Company, to:


 


Origin Agritech Limited


No. 21 Sheng Ming Yuan Road


Changping District, Beijing 102206


Peoples’ Republic of China


Attention: Dr.
Gengchen Han and Mr. James Chen


 


Email: ghan@originseed.com.cn


 


and


 


james.chen@koriginseed.com.cn


 






     


     


    

 


If to the Investor:


 


Oasis Capital, LLC


208 Ponce de Leon Ave, Suite 1600


San Juan, Puerto Rico 00918


Email: investments@oasis-cap.com


Attention: Adam Long, Managing Partner


 


Either party hereto may
from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days' prior written
notice of such changed address to the other party hereto.


 


Section
9.2INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”)
from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject
to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure
to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof
or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading,
or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except
to the extent such Damages result primarily from the Indemnified Party's failure to perform any covenant or agreement contained
in this Agreement or the Indemnified Party's negligence, recklessness or bad faith in performing its obligations under this Agreement;
provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party
to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission
or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the
Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof
or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 






     


     


    

 


Section 9.3METHOD OF ASSERTING INDEMNIFICATION
CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:


 


(a)      
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted
against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a
 "Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers
served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "Claim Notice")
with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated
to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to
defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either
a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether the Indemnifying Party
disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party
desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)      
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party
shall have the right to defend, with counsel reasonably satisfactory to all the Indemnified Parties, at the sole cost and expense
of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently
prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but
only with the consent of the Indemnified Parties in the case of any settlement that provides for any relief other than the payment
of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Parties shall not be indemnified
in full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any
compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense
of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence
of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes
to be necessary or appropriate to protect its interests; and provided, further, that if requested by the Indemnifying
Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the
Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may
participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant
to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses
with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect
to such Third Party Claim.


 






     


     


    

 


(ii)      
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires
to defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
in a reasonable manner and in good faith or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice
whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of
the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified
Party in a reasonable manner and in good faith or will be settled by the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof (subject to the foregoing consent requirement); provided, however, that if requested
by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable
cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting.
Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party
within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense
pursuant to this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified
Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in
connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled
by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.


 


(iii)     
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 


(b)
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve
a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an "Indemnity Notice") with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except
to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party
notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice
or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount
of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively
deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability
with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 






     


     


    

 


(c)      
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable,
for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Third
Party Claim. In respect of any claim for indemnification, all the Indemnified Parties will be represented by one counsel of their
selection, unless they provide an opinion of counsel to the Indemnifying Party that the Indemnified Parties have defenses that
are separate from those of the other Indemnified Parties or the Indemnifying Party, in which case those persons with separate defenses
shall be reimbursed for separate counsel to the extent necessary.


 


(d)      
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of
the State of New York without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits
to the exclusive jurisdiction of the United States federal courts located in Manhattan, New York City, New York with respect to
any dispute arising under the Transaction Documents or the transactions contemplated thereby.


 


Section
10.2JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
Documents.


 


Section
10.3ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their
respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either
party to any other Person.


 


Section
10.4NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their
respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
set forth in Section 9.3.


 






     


     


    

 


Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except during
any Valuation Period. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment
Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date in which
the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law,
the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors;
Upon any termination of this Agreement, the provisions of Article III, ,Section 5.2 (confidentiality only), Article VI, Article
IX and Article X (other than Section 10.15 shall survive the termination of this Agreement.


 


Section
10.6ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


Section
10.7FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary,
each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company
shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction
letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Investor. In addition, the Investor shall withhold $15,000.00 of the Investment Amount of the first Put under this Agreement
for reimbursement of Investor’s legal fees relating to the preparation of this Agreement.


 


Section
10.8COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the
other parties hereto by email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section
10.9SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 






     


     


    

 


Section
10.10FURTHER 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 the 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.


 


Section
10.11 NO STRICT 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.


 


Section
10.12EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any
or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company
therefore agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages.


 


Section
10.13TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference
and are not to be considered in construing or interpreting this Agreement.


 


Section
10.14AMENDMENTS; WAIVERS. No provision of this Agreement may be amended other than by a written instrument signed by
both parties hereto, and no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


 


Section
10.15PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or
otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure
is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent
of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Transaction
Documents may be deemed to be "material contracts," as that term is defined by Item 601(b)(10) of Regulation S-K, and
that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under
the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material
contracts shall be determined solely by the Company, in consultation with its counsel.


 


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.


 





	 	ORIGIN
AGRITECH LIMITED


 


By: /S/ Dr. Gengchen Han


Name: Dr. Gengchen Han


Title: Chairman of the Board and CEO
 
	 	 
	 	 
	 	OASIS CAPITAL, LLC


 


By: /S/ Adam Long


Name: Adam Long


Title: Managing Member
 
	 	 



 


 





 


[Signature
Page to equity purchase agreement]