Exhibit 10.1


  


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of September 18, 2014, is by and among Sinocoking Coal &
Coke Chemical Industries, Inc., a Florida corporation with headquarters located at Kuanggong Road and Tiyu Road, 10th Floor, ChengshiXin
Yong She, Tiyu Road, Xinhua District, Pingdingshan, Henan Province 467000, People’s Republic of China (the “Company”),
and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,
the “Buyers”).


 


RECITALS


 


A.           The
Company and each Buyer desire to enter into this transaction to purchase the Common Shares (as defined below) and Warrants (as
defined below) set forth herein pursuant to a currently effective shelf registration statement on Form S-3, which has at least
$120,000,000 of unallocated securities, including Common Stock (as defined below) and warrants registered thereunder (Registration
Number 333-178325) (the “Registration Statement”), which Registration Statement has been declared effective
in accordance with the Securities Act of 1933, as amended (the “1933 Act”), by the United States Securities
and Exchange Commission (the “SEC”).


 


B.           Each
Buyer wishes to purchase, and the Company wishes to sell at the Initial Closing (as defined below), upon the terms stated in this
Agreement, (i) the aggregate number of shares of common stock, $0.001 par value per share, of the Company (the “Common
Stock”) set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate amount for
all Buyers shall be 2,818,845 shares of Common Stock and shall collectively be referred to herein as the “Initial Common
Shares”), (ii) a Series A Warrant to initially acquire up to the aggregate number of shares of Common Stock set forth
opposite such Buyer’s name in column (5) on the Schedule of Buyers, as evidenced by a certificate in the form attached hereto
as Exhibit A-1 (the “Initial Series A Warrants”) (as exercised, collectively, the “Initial
Series A Warrant Shares”) and (iii) a Series B Warrant to initially acquire up to the aggregate number of shares of Common
Stock set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers, as evidenced by a certificate in the
form attached hereto as Exhibit A-2 (the “Initial Series B Warrants”, and together with the Initial
Series A Warrants, the “Initial Warrants”) (as exercised, collectively, the “Initial Series B Warrant
Shares”, and together with the Initial Series A Warrant Shares, the “Initial Warrant Shares”).


 


C.           Subject
to the terms and conditions set forth in this Agreement, each Buyer may, in its sole option, elect to participate in one or more
Additional Closings for the purchase by such Buyer, and the sale by the Company, of (i) up to such aggregate number of shares of
Common Stock set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (which aggregate amount for all
Buyers shall be 1,644,737 shares of Common Stock and shall collectively be referred to herein as the “Additional Common
Shares”, and together with the Initial Common Shares, the “Common Shares”), and (ii) a Series C Warrant
to initially acquire up to the aggregate number of shares of Common Stock set forth opposite such Buyer’s name in column
(7) on the Schedule of Buyers (subject to a proportional decrease if such Buyer does not elect to acquire all of the Additional
Common Shares eligible to be purchased by such Buyer at such Additional Closing (i.e. 50% warrant coverage)), as evidenced by a
certificate in the form attached hereto as Exhibit A-3 (the “Additional Warrants”, and together
with the Initial Warrants, the “Warrants”) (as exercised, collectively, the “Additional Warrant Shares”,
and together with the Initial Warrant Shares, the “Warrant Shares”).


 




    	 



    	 



    

 


D.           The
Common Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


		1.	PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.



 


(a)          Common
Shares and Warrants.


 


(i)          Initial
Closing. The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the
Company on the Initial Closing Date (as defined below), such aggregate number of Initial Common Shares as is set forth opposite
such Buyer’s name in column (3) on the Schedule of Buyers along with (x) Initial Series A Warrants to initially acquire up
to that aggregate number of Initial Series A Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the
Schedule of Buyers and (y) Initial Series B Warrants to initially acquire up to that aggregate number of Initial Series B Warrant
Shares as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers.


 


(ii)         Additional
Closings. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(ii) below with respect to any
Additional Closing, the Company shall issue and sell to each Buyer electing to participate in such Additional Closing, and each
such Buyer severally, but not jointly, shall purchase from the Company on the Additional Closing Date (as defined below), with
respect to such Additional Closing such aggregate number of Additional Common Shares as is set forth in the applicable Additional
Closing Notice (as defined below) of such Buyer, but not to exceed such aggregate number of Additional Common Shares opposite such
Buyer’s name in column (4) on the Schedule of Buyers along with Additional Warrants to initially acquire up to that aggregate
number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (7) on the Schedule of Buyers (subject
to a proportional decrease if such Buyer does not elect to acquire all of the Additional Common Shares eligible to be purchased
by such Buyer at the Additional Closing (i.e. 50% warrant coverage)).


 


(ii)         Limitations
on Exercise. The parties hereto acknowledge and agree that the aggregate number of Warrant Shares initially issuable upon exercise
of Warrants to be purchased by the Buyers as described in this Section 1, the recitals and the Schedule of Buyers have been calculated
without regard to any limitations on exercise set forth in the applicable Warrants.


 




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(b)          Closings.


 


(i)          Initial
Closings. The initial closing (the “Initial Closing”) of the purchase of the Common Shares and the
Warrants by the Buyers shall occur at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, NY 10166
or such other place as the parties shall agree. The date and time of the Initial Closing (the “Initial Closing Date”)
shall be 10:00 a.m., New York time, on the third (3rd) Trading Day (as defined in the Warrants) after the date hereof
(or such earlier date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required
by law to remain closed.


 


(ii)         Additional
Closings.


 


(1)         Additional
Closing Dates. Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii), the date and time
of each additional closing (each, an “Additional Closing”, and together with the Initial Closing, each, a “Closing”)
shall be 10:00 a.m., New York time on the third (3rd) Trading Day after the Company shall have received an Additional Closing Notice
from a Buyer (or such later date as is mutually agreed to by the Company and such Buyer) (each, an “Additional Closing
Date” and together with the Initial Closing, each a “Closing Date”).


 


(2)         Additional
Closing Mechanics.


 


(A)         Subject
to Section 1(b)(ii)(2)(B) below, any Buyer may, in its sole option, elect to effect an Additional Closing by delivery of a written
notice in the form attached hereto as Exhibit B (each, an “Additional Closing Notice”, and the
date thereof, each, an “Additional Closing Notice Date”) to the Company at any time after the six month and
a calendar day anniversary of the Initial Closing Date, but not after 11:59 p.m., New York time, on the ten month anniversary of
the Initial Closing Date (as extended in accordance herewith, the “Additional Closing Expiration Date”, and
such exercise period (as extended in accordance herewith), the “Additional Closing Eligibility Period”) (provided
that if on any Trading Day during such four month period ending on the Additional Closing Expiration Date (or the last Trading
Day of any extension thereof, as applicable, contemplated by this proviso) the Registration Statement is not effective or any prospectus
contained therein is not available for use by such Buyer, the Additional Closing Expiration Date shall be extended to four months
after such initial subsequent date that the Registration Statement (or Replacement Registration Statement (as defined below) is
again effective and all prospectuses contained therein are available for use by such Buyer) setting forth (w) such aggregate number
of Additional Common Shares to be purchased by such Buyer at such Additional Closing (which aggregate number (together with any
Additional Shares of Common Stock previously issued to such Buyer) may not exceed such aggregate number of Additional Common Shares
opposite such Buyer’s name in column (4) on the Schedule of Buyers), (x) such aggregate number of Additional Warrant Shares
initially issuable upon exercise of the Additional Warrant to be purchased by such Buyer at such Additional Closing (which aggregate
number (together with any Warrant Shares initially issuable upon exercise of any Additional Warrants previously issued to such
Buyer) shall not exceed the aggregate number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column
(6) on the Schedule of Buyers (subject to a proportional decrease if such Buyer does not elect to acquire all of the Additional
Common Shares eligible to be purchased by such Buyer at the Additional Closing (i.e. 50% warrant coverage)), (y) the applicable
Additional Purchase Price for such Buyer and (z) the applicable Additional Closing Date. Upon delivery of an Additional Closing
Notice, such Buyer shall be deemed for all corporate purposes to have become the holder of record of such Additional Common Shares
and such Additional Warrant specified in such Additional Closing Notice to be delivered to such Buyer (or its designee) on such
applicable Additional Closing Date, irrespective of the date such Additional Common Shares are credited to the Buyer’s (or
its designee’s) DTC (as defined below) account or the date of delivery of the certificates evidencing such Additional Warrants
(as the case may be).


 




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(B)         Limitations
on Additional Closings. A Buyer shall not have the right to deliver an Additional Closing Notice (and no Additional Closing
Notice in violation of this Section 1(b)(ii)(2)(B) shall be valid or accepted by the Company), to the extent (but only to the extent)
that such Buyer together with the other Attribution Parties (as defined in the Warrants) to such Buyer would beneficially own in
excess of  4.99% (the “Maximum Percentage”) of the shares of Common Stock then outstanding immediately
after giving effect to such issuance of Additional Common Shares as set forth on the applicable Additional Closing Notice. For
purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Buyer and the other
Attribution Parties to such Buyer shall include the number of shares of Common Stock held by the Holder and all other Attribution
Parties to such Buyer plus the number of shares of Common Stock issuable upon pursuant to the applicable Additional Closing Notice
with respect to which the determination of such sentence is being made, but shall exclude (A) any unexercised right to acquire
Additional Common Shares of such Buyer or any of the other Attribution Parties to such Buyer and (B) shares of Common Stock which
would be issuable upon exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
(including, without limitation, any convertible notes or convertible preferred stock or warrants or rights to purchase Additional
Common Shares hereunder) beneficially owned by such Buyer or any other Attribution Party to such Buyer subject to a limitation
on conversion or exercise analogous to the limitation contained in this Section 1(b)(ii)(2)(B). For purposes of this Section 1(b)(ii)(2)(B),
beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number
of Additional Common Shares such Buyer may acquire in an Additional Closing without exceeding the Maximum Percentage, such Buyer
may rely, subject to account for the issuance to such Buyer, on the number of outstanding shares of Common Stock as reflected in
(x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other
public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice
by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Additional Closing Notice from such Buyer at a time when the actual
number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify such
Buyer in writing of the number of shares of Common Stock then outstanding and, to the extent that such Additional Closing Notice
would otherwise cause such Buyer’s beneficial ownership, as determined pursuant to this Section 1(b)(ii)(2)(B), to exceed
the Maximum Percentage, such Buyer must notify the Company of a reduced number of Additional Common Shares and related Additional
Warrants to be purchased pursuant to such Additional Closing Notice (the number of Additional Common Shares by which such purchase
is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to
such Buyer any purchase price paid by such Buyer for the Reduction Shares and related Additional Warrants. For any reason at any
time, upon the written or oral request of such Buyer, the Company shall within one (1) Business Day confirm orally and in writing
or by electronic mail to such Buyer the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Agreement, by such Buyer and any other Attribution Party to such Buyer since the date as of which the Reported Outstanding
Share Number was reported. In the event that the issuance of Additional Common Shares being purchased by such Buyer at such applicable
Additional Closing results in such Buyer and the other Attribution Parties to such Buyer being deemed to beneficially own, in the
aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d)
of the 1934 Act), the number of Additional Common Shares so issued by which such Buyer’s and the other Attribution Parties’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) and related Additional Warrants
shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer
the Excess Shares or related Additional Warrants. As soon as reasonably practicable after the issuance of the Excess Shares and
related Additional Warrants have been deemed null and void, the Company shall return to such Buyer the purchase price paid by the
Holder for the Excess Shares and related Additional Warrants (and such Excess Shares and related Additional Warrants shall be eligible
to be purchased by such Buyer at an Additional Closing in compliance with this Section 1(b)(ii)(2)(B)). Upon delivery of a written
notice to the Company, such Buyer may from time to time increase (with such increase not effective until the sixty-first (61st)
day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 4.99% as specified
in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Buyer and the
other Attribution Parties to such Buyer and not to any other Buyer that is not an Attribution Party to such Buyer. For purposes
of clarity, the Additional Common Shares issuable pursuant to the terms hereof to such Buyer in excess of the Maximum Percentage
shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)
of the 1934 Act. No prior inability to deliver a valid Additional Closing Notice pursuant to this paragraph shall have any effect
on the applicability of the provisions of this paragraph or the ability of such Buyer to deliver a subsequent Additional Closing
Notice. The provisions of this Section 1(b)(ii)(2)(B) shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 1(b)(ii)(2)(B)) to the extent necessary to correct this paragraph or any portion of this paragraph
which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(b)(ii)(2)(B),
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in
this this Section 1(b)(ii)(2)(B) may not be waived and shall apply to a successor to such Buyer hereunder.


 




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(c)          Purchase
Price. The aggregate purchase price for the Initial Common Shares and the Initial Warrants to be purchased by each Buyer (each,
an “Initial Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (8) on
the Schedule of Buyers. The aggregate purchase price for any Additional Common Shares and related Additional Warrants purchased
by a Buyer at an Additional Closing shall equal the product of (x) $6.08 and (y) such number of Additional Closing Shares set
forth in the applicable Additional Closing Notice of such Buyer (each, an “Additional Purchase Price”, and
together with the Initial Purchase Price, each, a “Purchase Price”).


 


(d)          Payment
of Purchase Price; Deliveries. On each Closing Date, (i) each Buyer participating in such Closing shall pay its respective
Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at such Closing, by wire
transfer of immediately available funds in accordance with the Company’s written wire instructions (less, in the case of
the lead Buyer, the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause Interwest Transfer Company,
Inc. (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such
Buyer is purchasing at such Closing to such participating Buyer’s or its designee’s balance account with DTC through
its Deposit/Withdrawal at Custodian system, (B) deliver to each participating Buyer the Warrants such Buyer is purchasing at such
Closing, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee and (C)
deliver to each such Buyer the other documents, instruments and certificates set forth in Section 6(a)(ii) duly executed on behalf
of the Company.


 




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(e)          Failure
to Timely Deliver Common Shares. If the Company shall fail, for any reason or for no reason (other than the applicable Buyer’s
failure to deliver the applicable Purchase Price at such applicable Closing), with respect to any Buyer participating in the applicable
Closing on the applicable Closing Date, to issue and credit such Buyer’s (or its designee’s) balance account with
DTC for such number of Common Shares to which such Buyer is entitled at such Closing and if on or after such Closing Date such
Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock,
or a sale of a number of shares of Common Stock equal to all or any portion of the number of Common Shares that such Buyer so
anticipated receiving from the Company, then, in addition to all other remedies available to such Buyer, the Company shall, within
three (3) Business Days after such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer
in an amount equal to such Buyer’s total purchase price (including reasonable brokerage commissions and other reasonable
out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person
in respect, or on behalf, of such Buyer) (the “Buy-In Price”), at which point the Company’s obligation
to credit such Buyer’s (or its designee’s) balance account with DTC for the number of Common Shares to which such
Buyer is entitled at such Closing (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to
so issue and credit such Buyer’s (or its designee’s) balance account with DTC for the number of Common Shares to which
such Buyer is entitled at such Closing and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of Common Shares multiplied by (B) the lowest Closing Sale Price (as defined in the Warrants)
of the Common Stock on any Trading Day during the period commencing on such Closing Date and ending on the date of such issuance
and payment under this clause (ii).


 


2.          BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself as of the date hereof and as of the Closing
Date and each applicable Additional Closing Date, in the case of a Buyer participating in an Additional Closing:


 


(a)          Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b)          Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and constitutes
the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.


 




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(c)          No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
such Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the ability of such Buyer to perform its obligations hereunder.


 


(d)          Certain
Trading Activities. Solely with respect to the Initial Closing, such Buyer has not directly or indirectly, nor has any Person
acting on behalf of or pursuant to any understanding with such Buyer, engaged in any transactions in the securities of the Company
(including, without limitation, any Short Sales (as defined below) involving the Company’s securities) during the period
commencing as of the time that such Buyer was first contacted by the Placement Agent (as defined below) regarding the specific
investment in the Company contemplated by this Agreement and ending immediately prior to the execution of this Agreement by such
Buyer, excluding any transaction in any securities of the Company that relates to the exercise or assignment by a third party
of any option sold or bought by such Buyer prior to the initial date of contact of such Buyer. “Short Sales”
means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act
of 1934, as amended (the “1934 Act”) (but shall not be deemed to include the location and/or reservation of
borrowable shares of Common Stock).


 


		3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


The Company represents
and warrants to (x) each of the Buyers as of the date hereof and as of the Closing Date and (y) each Buyer participating in an
Additional Closing as of each of the applicable Additional Closing Notice Date and the applicable Additional Closing Date:


 


(a)          Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own
their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the
Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,
liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary,
either individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents
or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents. Other
than the Persons (as defined below) set forth in the Company’s Quarterly Report on Form 10-Q, as filed with the SEC in the
SEC Documents (as defined below), the Company has no Subsidiaries. “Subsidiaries” means any Person in which
the Company, directly or indirectly, (A) owns any of the outstanding capital stock or holds any equity or similar interest of
such Person or (B) controls or operates all or any part of the business, operations or administration of such Person, and each
of the foregoing, is individually referred to herein as a “Subsidiary.”


 




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(b)          Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The
execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance
of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have
been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more prospectus
supplements required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (collectively, the “Prospectus
Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)
and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required
by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction
Documents will be prior to the Initial Closing, duly executed and delivered by the Company, and each constitutes the legal, valid
and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies
and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined
below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with
the transactions contemplated hereby and thereby, as may be amended from time to time.


 




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(c)          Issuance
of Securities; Registration Statement. The issuance of the Common Shares and the Warrants are duly authorized and, upon issuance
and payment in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable and
free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. As
of each Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number
of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise
of the Warrants set forth therein). The issuance of the Warrant Shares is duly authorized, and upon exercise in accordance with
the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive
or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled
to all rights accorded to a holder of Common Stock. The issuance by the Company of the Securities has been registered under the
1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Securities are freely transferable
and freely tradable by each of the Buyers without restriction. The Registration Statement is effective and available for the issuance
of the Securities thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order
with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution”
section under the Registration Statement permits the issuance and sale of the Securities hereunder and as contemplated by the
other Transaction Documents. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities.
The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied
in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated
thereunder and all other applicable laws and regulations. At the time the Registration Statement and any amendments thereto became
effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933 Act,
the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements
of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments or supplements
thereto (including, without limitation the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto
was issued and at each Closing Date, complied, and will comply, in all material respects with the requirements of the 1933 Act
and did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company meets all
of the requirements for the use of Form S-3 under the 1933 Act for the offering and sale of the Securities contemplated by this
Agreement and the other Transaction Documents, and the SEC has not notified the Company of any objection to the use of the form
of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements
set forth in Rule 415(a)(1)(x) under the 1933 Act. At the earliest time after the filing of the Registration Statement that the
Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) relating
to any of the Securities, the Company was not and is not an “Ineligible Issuer” (as defined in Rule 405 under the
1933 Act). The Company (i) has not distributed any offering material in connection with the offer or sale of any of the Securities
and (ii) until no Buyer holds any of the Securities, shall not distribute any offering material in connection with the offer or
sale of any of the Securities to, or by, any of the Buyers (if required), in each case, other than the Registration Statement,
the Prospectus or the Prospectus Supplement. The offering of the Securities has been registered with the SEC on Form S-3 under
the 1933 Act, and the Securities are being offered pursuant to Rule 415 promulgated under the 1933 Act.


 


(d)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares,
the Warrants and Warrant Shares and the reservation for issuance of the Warrant Shares) will not (i) result in a violation of
the Certificate of Incorporation (as defined below) (including, without limitation, any certificates of designation contained
therein) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company, or Bylaws
(as defined below), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a party or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations
and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)) applicable to the Company
or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except,
in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material
Adverse Effect.


 




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(e)          Consents.
Except for the filing of the Company’s Listing of Additional Shares application with the Principal Market, the Company is
not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing
with the SEC of the Prospectus Supplement and any other filings as may be required by any state securities agencies), any court,
governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform
any of its obligations under, or contemplated by, the Transaction Documents, in each case, in accordance with the terms hereof
or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain at or prior
to the applicable Closing have been obtained or effected on or prior to such Closing Date, and neither the Company nor any of
its Subsidiaries are aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the
registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements
of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension
of the Common Stock in the foreseeable future.


 


(f)          Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”))
of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the
shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that no Buyer
is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect
to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its
representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is
merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s
decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.


 


(g)          Placement
Agent’s Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory
fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising
out of the transactions contemplated hereby. Other than FT Global Capital, Inc. (the “Placement Agent”), neither
the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of
the Securities.


 




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(h)          No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause this offering of the Securities to require approval of stockholders of the Company under any applicable stockholder
approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system
on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their
affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities
to be integrated with other offerings of securities of the Company.


 


(i)          Dilutive
Effect. The Company understands and acknowledges that the number of Warrant Shares will increase in certain circumstances.
The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with
this Agreement and the Warrants is absolute and unconditional, regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company.


 


(j)          Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate
of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which
is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and
its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or
similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the
Company or any of its Subsidiaries.


 


(k)          SEC
Documents; Financial Statements. Except as set forth on Schedule 3(k), during the two (2) years prior to the date hereof,
the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the
SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter
referred to as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives
true, correct and complete copies of each of the SEC Documents not available on the EDGAR system to the extent requested by such
Buyers. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents
complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance
with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent
they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in
the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the
SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make
the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company has not
been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements
or that there is any need for the Company to amend or restate any of the Financial Statements.


 




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(l)          Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,
except as disclosed in the SEC Documents filed subsequent to such Form 10-K, there has been no material adverse change and no
material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition
(financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent
audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid
any dividends, (ii) sold any assets outside of the ordinary course of business or (iii) made any material capital expenditures,
individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries
has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership,
liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective
creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead
a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof,
and after giving effect to the transactions contemplated hereby to occur at the applicable Closing will not be, Insolvent (as
defined below). “Insolvent” means, (A) with respect to the Company and its Subsidiaries, on a consolidated
basis, (1) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required
to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (2) the Company and its Subsidiaries
are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (3) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond
their ability to pay as such debts mature; and (B) with respect to the Company and each Subsidiary, individually, (1) the present
fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required
to pay its respective total Indebtedness, (2) the Company or such Subsidiary (as the case may be) is unable to pay its respective
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (3)
the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond
its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business
or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such
Subsidiary’s remaining assets constitute unreasonably small capital.


 




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(m)          No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred
or exists, or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective
businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise) that
(i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1
filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced,
(ii) could reasonably be expected to have a material adverse effect on any Buyer’s investment hereunder or (iii) could reasonably
be expected to have a Material Adverse Effect.


 


(n)          Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default
under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series
of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation
or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any
judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries,
and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in
all cases for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations
or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting
or suspension of the Common Stock by the Principal Market in the foreseeable future. Since the date of the Company’s last
Annual Report on Form 10-K filed with the SEC, (i) the Common Stock has been listed or designated for quotation on the Principal
Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received
no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock
from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued
by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess
such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permit.


 


(o)          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 of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company
or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official
or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.


 


(p)          Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002 that
are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that are effective
as of the date hereof.


 




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(q)          Transactions
With Affiliates. Other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors or
employees of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries
(other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries,
any corporation, partnership, trust or other Person in which any such officer, director or employee has a substantial interest
or is an employee, officer, director, trustee or partner.


 


(r)          Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common
Stock, of which, 21,141,372 are issued and outstanding and 3,847,380 shares are reserved for issuance pursuant to securities (other
than the Common Shares and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii)
no shares of preferred stock. 78,858,628 shares of Common Stock are authorized but unissued shares (including reserved but unissued
shares). All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully
paid and non-assessable. 7,948,168 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned
by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that
only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates”
without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or
any of its Subsidiaries. To the Company’s knowledge, other than as disclosed in the SEC Documents, no Person owns 10% or
more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible
Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as
the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein
without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws). Except as disclosed
in the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights
or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) there are
no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries,
or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound
to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable
for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit
agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its
Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements
securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities
under the 1933 Act (except pursuant to this Agreement); (vi) there are no outstanding securities or instruments of the Company
or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or
any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will
be triggered by the issuance of the Securities; (viii) neither the Company nor any Subsidiary has any stock appreciation rights
or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its
Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the
SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses
and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect. The
SEC Documents contain true, correct and complete copies of the Company’s Articles of Incorporation, as amended and as in
effect on the date hereof (the “Articles of Incorporation”), and the Company’s bylaws, as amended
and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable
or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.


 




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(s)          Indebtedness
and Other Contracts. Except as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries (i) has any
outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which,
or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result
in a Material Adverse Effect, (iii) is in violation of any term of, or in default under, any contract, agreement or instrument
relating to any Indebtedness, except where such violations and defaults would not reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any
Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect. For purposes of this Agreement: “Indebtedness” of any Person means, without duplication (A)
all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property
or services (including, without limitation, “capital leases” in accordance with generally accepted accounting principles)
(other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with
respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures
or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or
businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred
as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though
the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale
of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted
accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness
referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property
or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property
has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
or obligations of others of the kinds referred to in clauses (A) through (G) above; “Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness,
lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability,
or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole
or in part) against loss with respect thereto; and “Person” means an individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.


 




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(t)          Absence
of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before
or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the Company, threatened in writing against or affecting the Company or any of its Subsidiaries, the Common Stock
or any of the Company’s or its Subsidiaries’ officers or directors which is outside of the ordinary course of business
or individually or in the aggregate material to the Company or any of its Subsidiaries. No director, officer or employee of the
Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation
of litigation. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of
its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company under the 1933 Act or the 1934 Act, including, without limitation, the Registration Statement.


 


(u)          Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.


 


(v)         Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of
its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary
or otherwise terminate such officer’s employment with the Company or any such Subsidiary. No executive officer or other
key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any
employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other
contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key employee
(as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing
matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting
labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where
failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.


 




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(w)          Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property, and have 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 except such as do not materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real
property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of
such property and buildings by the Company or any of its Subsidiaries.


 


(x)          Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual Property
Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three years from
the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual
Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or
any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual Property
Rights. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or
claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their Intellectual Property Rights.


 


(y)          Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as defined below), (ii) have received
all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing
clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect. “Environmental Laws” means all federal, state, local or foreign laws relating to
pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand
letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated
or approved thereunder.


 




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(z)          Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by
applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company
or such Subsidiary.


 


(aa)         Tax
Status. Except to the extent that the failure to do so would not be reasonably expected to have a Material Adverse Effect,
the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its
Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign
investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 


(bb)         Internal
Accounting and Disclosure Controls. Except as set forth on Schedule 3(bb), the Company and each of its Subsidiaries maintains
internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability,
(iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities
at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls
and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized
and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer
or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.
Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other Person
relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting
of the Company or any of its Subsidiaries.


 




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(cc)         Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934
Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd)         Investment
Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment
company,” an affiliate of an “investment company,” a company controlled by an “investment company”
or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company” as such terms are defined in the Investment Company Act of 1940, as amended.


 


(ee)         Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure
of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been
asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries,
to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or
short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold
any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which
any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock which
was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii)
each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated
by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or
trading activities at various times during the period that the Securities are outstanding, including, without limitation, during
the periods that the value and/or number of the Warrant Shares deliverable with respect to the Securities are being determined
and such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in
the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that
such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document
or any of the documents executed in connection herewith or therewith.


 


(ff)         Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their
behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of
the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities (other than the Placement
Agent), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company or any of its Subsidiaries. For purposes of this section, no press releases put out in the ordinary course of business
shall be interpreted or construed to constitute manipulation of price.


 


(gg)         U.S.
Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any
of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of
Section 897 of the Internal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer’s
request.


 




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(hh)        Registration
Eligibility. At the time of filing and the declaration of effectiveness of its registration statement on Form S-3, the Company
was eligible to register the issuance and sale of the Securities to the Buyers using Form S-3 promulgated under the 1933 Act. At
the time of the Initial Closing, the Company is eligible to use such Form S-3 to sell the Securities contemplated hereby.


 


(ii)         
Transfer Taxes. On the applicable Closing Date, all stock transfer or other taxes (other than income or similar taxes)
which are required to be paid in connection with the issuance and sale of the Securities to be sold to each Buyer hereunder
will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have
been complied with.


 


(jj)          Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as
amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any equity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any
of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that
is subject to the BHCA and to regulation by the Federal Reserve.


 


(kk)        Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


 


(ll)         Federal
Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under
the Federal Power Act, as amended.


 


(mm)      No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(nn)       Real
Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, or other
interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned
by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all mortgages, defects, claims,
liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
“Encumbrances”) and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations,
or limitations of any nature except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject thereto.


 




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(oo)         Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in,
the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used
by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”).
The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which
they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient
for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior
to the applicable Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all
Encumbrances except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not
impair the present or anticipated use of the property subject thereto.


 


(pp)         Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the
Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees,
agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which
the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment,
contribution or gift of money, property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe
to any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office
except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.


 


(qq)         Money
Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act
of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the
laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including,
without limitation, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations
contained in 31 CFR, Subtitle B, Chapter V.


 


(rr)         Management.
During the past five year period, no current or former officer or director or, to the knowledge of the Company, 10% or greater
stockholder of the Company or any of its Subsidiaries has been the subject of:


 


(i)          a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent
or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before
the filing of such petition or such appointment, or any corporation or business association of which such person was an executive
officer at or within two years before the time of the filing of such petition or such appointment;


 


(ii)         a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not
relate to driving while intoxicated or driving under the influence);


 


(iii)        any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


 




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(1)         Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;


 


(2)         Engaging
in any particular type of business practice; or


 


(3)         Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities
laws or commodities laws;


 


(iv)        any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than 60 days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be
associated with persons engaged in any such activity;


 


(v)         a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


 


(vi)        a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or
vacated.


 


(ss)         Registration
Rights. Except as set forth on Schedule 3(ss), no holder of securities of the Company has rights to the registration of any
securities of the Company because of the filing of the Registration Statement or the issuance of the Securities hereunder that
could expose the Company to material liability or any Buyer to any liability or that could impair the Company’s ability to
consummate the issuance and sale of the Securities in the manner, and at the times, contemplated hereby, which rights have not
been waived by the holder thereof as of the date hereof.


 


(tt)         Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or
counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning
the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other
Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which
they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months
preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company
or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof)
or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before
the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees
that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 2.


 




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		4.	COVENANTS.



 


(a)          Maintenance
of Registration Statement


 


For so long as any
of the Warrants remain outstanding or any Additional Common Shares or Additional Warrants are issuable hereunder, the Company shall
use its best efforts to maintain the effectiveness of the Registration Statement for the issuance thereunder of the Additional
Common Shares, Additional Warrants, and/or Warrant Shares, provided that if at any time while the Warrants are outstanding or any
Additional Common Shares or Additional Warrants are issuable hereunder the Company shall be ineligible to utilize Form S-3 (or
any successor form) for the purpose of issuance of the Additional Common Shares, Additional Warrants, and/or Warrant Shares, the
Company shall promptly amend the Registration Statement on such other form as may be necessary to maintain the effectiveness of
the Registration Statement for this purpose. If at any time during the period commencing on the date hereof and ending on the last
Trading Day during the Additional Closing Eligibility Period (after giving effect to any extensions thereof in accordance herewith),
the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any prospectus
contained therein is not available for use (each, a “Registration Failure”), the Company shall immediately notify
the holders of the Securities in writing that the Registration Statement is not then effective or a prospectus contained therein
is not available for use, the Company shall promptly (but no later than 10 Trading Days after such Registration Failure) file a
new registration statement (each, a “Replacement Registration Statement”) with respect to the Additional Common
Shares, Additional Warrants and Warrant Shares that are then eligible to be issued hereunder and/or pursuant to the Warrants, as
applicable, and thereafter shall promptly notify such holders when the Registration Statement or such Replacement Registration
Statement, as applicable, is effective and available for the issuance of the Securities or such prospectus is again available for
use. The Company shall use its best efforts to cause any Replacement Registration Statement to be declared effective as soon as
practicable but no later than ninety (90) calendar days following the filing thereof with the SEC (such effective date, the “Replacement
Registration Statement Effective Date”). On the Replacement Registration Statement Effective Date, solely with respect
to any subsequent issuance of any Additional Common Shares or Additional Warrants hereunder or any Warrant Shares pursuant to any
Warrants, the definition of “Registration Statement” as used herein and under the Warrants shall be deemed to be amended
and restated as such applicable Replacement Registration Statement, mutatis mutandis.


 




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(b)          Prospectus
Supplement and Blue Sky. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyers,
and as soon as practicable after execution of this Agreement the Company shall file, the Prospectus Supplement with respect to
the Initial Common Shares, the Initial Warrants and the Initial Warrant Shares as required under, and in conformity with, the 1933
Act, including Rule 424(b) thereunder. Immediately prior to each Additional Closing Date, the Company shall have delivered to the
Buyers, and as soon as practicable after the Additional Closing Notice Date the Company shall file, the Prospectus Supplement with
respect to the Additional Common Shares, the Additional Warrants and the Additional Warrant Shares related to such Additional Closing
as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. If required, the Company, on or before
the applicable Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an
exemption for, or to, qualify the Securities for sale to the Buyers at the applicable Closing pursuant to this Agreement under
applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification),
and shall provide evidence of any such action so taken to the Buyers on or prior to such Closing Date. Without limiting any other
obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and
sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities
laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal, state and local
laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.


 


(c)          Reporting
Status. Until the date on which no Warrants are outstanding (the “Reporting Period”), the Company shall
timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status
as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no
longer require such filings or otherwise permit such termination.


 


(d)          Use
of Proceeds. The Company shall use the proceeds from the sale of the Securities hereunder (i) with respect to at least $300,000
of the proceeds, which the Company shall initial deposit into a non-China based bank account or a law firm’s account, solely
for the payment of the fees and expenses of the Company’s attorneys, auditors and/or investor relations firms of the Company
and (ii) with respect to the remaining net proceeds, for general working capital purposes. Without limiting the foregoing, none
of such proceeds shall be used, directly or indirectly, (x) for the satisfaction of any debt of the Company or any of its Subsidiaries
(other than payment of trade payables incurred after the date hereof in the ordinary course of business of the Company and its
Subsidiaries and consistent with prior practices), (y) for the redemption of any securities of the Company or (z) with respect
to any litigation involving the Company or any of its Subsidiaries (including, without limitation, (A) any settlement thereof
or (B) the payment of any costs or expenses related thereto).


 


(e)          Financial
Information. The Company agrees to send the following to each Buyer during the Reporting Period (i) unless the following are
filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the
filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports
or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any
period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments
filed pursuant to the 1933 Act, (ii) unless the following are filed with the SEC through EDGAR and are available to the public
through the EDGAR system, on the same day as the release thereof, facsimile copies of all press releases issued by the Company
or any of its Subsidiaries and (iii) copies of any notices and other information made available or given to the stockholders of
the Company generally, contemporaneously with the making available or giving thereof to the stockholders.


 




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(f)          Listing.
On or prior to each Closing Date, the Company shall promptly secure the listing or designation for quotation (as the case may
be) of all of the Common Shares and Warrant Shares related to such Closing upon each national securities exchange and automated
quotation system, if any, upon which the Common Stock is then listed or designated for quotation (as the case may be) (subject
to official notice of issuance) (but in no event later than the applicable Closing Date) and shall maintain such listing or designation
for quotation (as the case may be) of all the shares of Common Stock from time to time issuable under the terms of the Transaction
Documents on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s
listing or designation for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE MKT,
the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”). Neither the Company
nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension
of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(f).


 


(g)          Fees.
The Company shall reimburse Greenberg Traurig, LLP for all costs and expenses incurred by it or its affiliates in connection with
the transactions contemplated by the Transaction Documents (including, without limitation, all legal fees and disbursements in
connection therewith, structuring, documentation and implementation of the transactions contemplated by the Transaction Documents
and due diligence and regulatory filings in connection therewith) in a non-accountable amount equal to $40,000, which amount shall
be withheld by the lead Buyer from its Purchase Price at the Initial Closing or paid by the Company on demand by Greenberg Traurig,
LLP if the lead Buyer terminates its obligations under this Agreement in accordance with Section 7 (as the case may be), in either
case, less $15,000 which was previously advanced to Greenberg Traurig, LLP by the Company. The Company shall be responsible for
the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions
(other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, without
limitation, any fees payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions
contemplated by this Agreement). The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including,
without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating
to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own
expenses in connection with the sale of the Securities to the Buyers.


 




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


 


(i)          Disclosure
of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m.,
New York time, on the date of this Agreement, (i) issue a press release (the “Press Release”) reasonably acceptable
to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and (ii) file a
Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in
the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement
(and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “Initial 8-K Filing”).
From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any)
delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall, between 9:30 and 9:45
a.m., New York time, on the first (1st) Business Day after any Buyer delivers an Additional Closing Notice to the Company,
file a Current Report on Form 8-K (each, an “Additional 8-K Filing”, and together with the Initial 8-K Filing,
the “8-K Filings”) reasonably acceptable to the Buyers, disclosing that a Buyer (without disclosing the identity
of such Buyer in the body of such Additional 8-K Filing) has elected to deliver an Additional Closing Notice and attaching such
Additional Closing Notice and all material Transaction Documents with respect to such Additional Closing (to the extent not previously
included in a filing with the SEC). From and after the filing of each Additional 8-K Filing, the Company shall have disclosed
all material, non-public information (if any) provided to such Buyers by the Company or any of its Subsidiaries or any of their
respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors,
employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its
Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the
event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its
Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good
faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall
have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,
non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers,
directors, employees or agents; provided, however, that the Buyer shall first give the Company at least four (4) hours’
advance written notice of such intended public disclosure to allow the Company an opportunity to release such information itself.
No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors,
employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor
any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby;
provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other
public disclosure with respect to such transactions (A) in substantial conformity with the 8-K Filings and contemporaneously therewith
and (B) as is required by applicable law and regulations (provided that in the case of clause (A) each Buyer shall be consulted
by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written
consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose
the name of such Buyer in any filing (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything
contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly
acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after
the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood
and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty
not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.


 




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(j)          Additional
Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending on the date immediately
following the twenty (20) Trading Day anniversary of the Initial Closing Date (provided that such period shall be extended by
the number of Trading Days during such period and any extension thereof contemplated by this proviso on which the Registration
Statement is not effective or any prospectus contained therein is not available for use) (the “Restricted Period”),
neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to
purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition
of) any equity security or any equity-linked or related security (including, without limitation, any “equity security”
(as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities, any preferred stock or any
purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted
Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing,
this Section 4(j) shall not apply in respect of the issuance of (i) shares of Common Stock or standard options to purchase Common
Stock to directors, officers, employees or consultants of the Company or any of its Subsidiaries in their capacity as such pursuant
to an Approved Share Plan (as defined below) (it being expressly understood and agreed that lawyers, law firms, accountants, accounting
firms and other similar professional advisors and professional advisory firms are not consultants), provided that (A) all such
issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant
to this clause (i) do not, in the aggregate, exceed more than 500,000 shares of Common Stock (adjusted for stock splits, stock
combinations and other similar transactions) and (B) the exercise price of any such options is not lowered, none of such options
are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise
materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion
or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Share
Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible
Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Share Plan that are covered by
clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued
pursuant to an Approved Share Plan that are covered by clause (i) above) are amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common
Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) are otherwise materially changed in any
manner that adversely affects any of the Buyers; (iii) Common Shares issued pursuant to a bona fide firm commitment underwritten
public offering with a nationally recognized underwriter that generates gross proceeds to the Company in excess of $35,000,000
(but expressly excluding “at-the-market offerings” (as defined in Rule 415(a)(4) under the 1933 Act) and “equity
lines of credit”); (iv) Common Shares issued in connection with strategic alliances, strategic mergers and acquisitions
and strategic partnerships, provided that (A) the primary purpose of such issuance is not to raise capital as determined in good
faith by the Buyers, (B) the purchaser or acquirer of such Common Shares in such issuance solely consists of either (1) the actual
participants in such strategic alliance or strategic partnership, (2) the actual owners of such assets or securities acquired
in such merger or acquisition or (3) the shareholders, partners or members of the foregoing Persons, (C) the number or amount
(as the case may be) of such Common Shares issued to such Person by the Company shall not be disproportionate to such Person’s
actual participation in such strategic alliance or strategic partnership or ownership of such assets or securities to be acquired
by the Company (as applicable) and (D) all such issuances of Common Shares after the date hereof pursuant to this clause (iv)
do not, in the aggregate, exceed more than 2,000,000 Common Shares (adjusted for share splits, share combinations and other similar
transactions); (v) standard warrants to purchase Common Shares and the Common Shares issuable upon exercise of such warrants issued
solely to placement agents solely as compensation for services rendered to the Company in their capacity as such in connection
with a Subsequent Placement, provided that (A) all such issuances (taking into account the Common Shares issuable upon exercise
of such warrants) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 2,000,000 Common
Shares (adjusted for share splits, share combinations and other similar transactions), (B) the exercise price of any such warrants
is not lower than the Exercise Price (as defined in the Warrants) and (C) the exercise price of any such warrants is not lowered,
none of such warrants are amended to increase the number of shares issuable thereunder and none of the terms or conditions of
any such warrants are otherwise materially changed in any manner that adversely affects any of the Buyers; (vi) the Common Shares;
(vii) the Warrants and (viii) the Warrant Shares (each of the foregoing in clauses (i) through (viii), collectively the “Excluded
Securities”). “Approved Share Plan” means any employee benefit plan which has been approved by the
board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard
options to purchase Common Stock may be issued to any employee, officer, director or consultant for services provided to the Company
or any of its Subsidiaries in their capacity as such. “Convertible Securities” means any capital stock or other
security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible
into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security
of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.


 




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(k)          Reservation
of Shares. So long as any of the Warrants remain outstanding, the Company shall take all action necessary to at all times
have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of shares of Common Stock issuable
upon exercise of all the Warrants (without regard to any limitations on the exercise of the Warrants set forth therein).


 




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(l)          Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any governmental entity, except where such violations would not reasonably be expected to result, either individually
or in the aggregate, in a Material Adverse Effect.


 


(m)          Variable
Rate Transaction. So long as any Warrants remain outstanding, the Company and each Subsidiary shall be prohibited from effecting
or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate
Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities
either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of,
or quotations for, the shares of Common Stock at any time after the initial issuance of such Convertible Securities, or (B) with
a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such
Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Company or the market for the Common Stock, other than pursuant to a customary “weighted average” anti-dilution
provision or (ii) enters into any agreement (including, without limitation, an “equity line of credit” or an “at-the-market
offering”) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and
customary “preemptive” or “participation” rights). Each Buyer shall be entitled to obtain injunctive relief
against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect
damages.


 


(n)          Participation
Right. From the date hereof through the first anniversary of the Initial Closing Date, neither the Company nor any of its Subsidiaries
shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(n).
The Company acknowledges and agrees that the right set forth in this Section 4(n) is a right granted by the Company, separately,
to each Buyer.


 


(i)          At
least three (3) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a
written notice of its proposal or intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”),
which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than:
(A) a statement that the Company proposes or intends to effect a Subsequent Placement, (B) a statement that the statement in clause
(A) above does not constitute material, non-public information and (iii) a statement informing such Buyer that it is entitled to
receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written
request of a Buyer within two (2)) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon
a written request by such Buyer, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver
to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale
or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a
Subsequent Placement, which Offer Notice shall (1) identify and describe the Offered Securities, (2) describe the price and other
terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold
or exchanged, (3) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold
or exchanged and (4) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer thirty five
percent (35%) of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to
subscribe for under this Section 4(n) shall be (a) based on such Buyer’s pro rata portion of the aggregate number of Common
Shares purchased hereunder by all Buyers (the “Basic Amount”), and (b) with respect to each Buyer that elects
to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers
as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the
“Undersubscription Amount”).


 




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(ii)         To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the third (3rd)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion
of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic
Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then such Buyer who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts
subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed
for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available
Undersubscription Amount”), such Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase
only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts
of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably
necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior
to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire
on the third (3rd) Business Day after such Buyer’s receipt of such new Offer Notice.


 


(iii)        The
Company shall have five (5) days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described
in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and
interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set
forth in the Offer Notice and (B) to publicly announce (1) the execution of such Subsequent Placement Agreement, and (2) either
(a) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (b) the termination of such Subsequent
Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement
and any documents contemplated therein filed as exhibits thereto.


 




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(iv)        In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the
terms specified in Section 4(n)(iii) above), then such Buyer may, at its sole option and in its sole discretion, reduce the number
or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or
amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(n)(ii) above multiplied by a fraction,
(A) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or
exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(n) prior to such reduction) and
(B) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce
the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more
than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers
in accordance with Section 4(n)(i) above.


 


(v)         Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from
the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance.
The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the
Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and
substance to such Buyer and its counsel.


 


(vi)        Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(n) may not be issued, sold or exchanged
until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(vii)       The
Company and each Buyer agree that if any Buyer elects to participate in the Offer, neither the Subsequent Placement Agreement with
respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities
of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under
or in connection with, any agreement previously entered into with the Company or any instrument received from the Company.


 


(viii)      Notwithstanding
anything to the contrary in this Section 4(n) and unless otherwise agreed to by such Buyer, the Company shall either confirm in
writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose
its intention to issue the Offered Securities, in either case in such a manner such that such Buyer will not be in possession of
any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by
such fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has
been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall
be deemed to have been abandoned and such Buyer shall not be in possession of any material, non-public information with respect
to the Company or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities,
the Company shall provide such Buyer with another Offer Notice in accordance with, and subject to, the terms of this Section 4(n)
and such Buyer will again have the right of participation set forth in this Section 4(n). The Company shall not be permitted to
deliver more than one Offer Notice to such Buyer in any forty-five (45) day period, except as expressly contemplated by the last
sentence of Section 4(n)(ii).


 




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(ix)         The
restrictions contained in this Section 4(n) shall not apply in connection with the issuance of any Excluded Securities. The Company
shall not circumvent the provisions of this Section 4(n) by providing terms or conditions to one Buyer that are not provided to
all.


 


(o)          Passive
Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will not
be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code
of 1986, as amended.


 


(p)          Exercise
Procedures. The form of Notice of Exercise included in each of the Warrants set forth the totality of the procedures required
of the Buyers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required
of the Buyers to exercise their Warrants. The Company shall honor exercises of the Warrants and shall deliver the Warrant Shares
in accordance with the terms, conditions and time periods set forth in the Warrants.


 


(q)          Closing
Documents. On or prior to fourteen (14) calendar days after each Closing Date, the Company agrees to deliver, or cause to be
delivered, to each Buyer and Greenberg Traurig, LLP executed copies of the Transaction Documents, Securities and other documents
required to be delivered to any party pursuant to Section 6 hereof with respect to such Closing.


 


5.          REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a)          Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Securities), a register for the Common Shares and the Warrants in which the Company shall record the
name and address of the Person in whose name the Common Shares and the Warrants have been issued (including the name and
address of each transferee), the number of Common Shares held by such Person and the number of Warrant Shares issuable upon exercise
of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours
for inspection of any Buyer or its legal representatives.


 


(b)          Transfer
Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent in the form previously provided
to the Company (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the
applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Common Shares and
the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon delivery of the Common Shares
or the exercise of the Warrants (as the case may be). The Company represents and warrants that no instruction other than the Irrevocable
Transfer Agent Instructions referred to in this Section 5(b) will be given by the Company to the Transfer Agent with respect to
the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company. If a Buyer
effects a sale, assignment or transfer of the Securities, the Company shall permit the transfer and shall promptly instruct the
Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in
such denominations as specified by such Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to each Buyer. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 5(b), that each Buyer shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being required. Any fees (with respect to the Transfer Agent,
counsel to the Company or otherwise) associated with the issuance of such opinion shall be borne by the Company.


 




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(c)          Legends.
Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend.


 


		6.	ADDITIONAL CLOSING DELIVERIES OF THE COMPANY.



 


(a)          Deliveries.
The Company shall deliver to each Buyer participating in the applicable Closing on such applicable Closing Date each of the following:


 


(i)          The
opinion of Kaufman & Canoles, P.C., the Company’s
counsel, dated as of such Closing Date, in the form previously provided to the Company.


 


(ii)         A
copy of the Irrevocable Transfer Agent Instructions, in the form previously provided to the Company, that have been delivered to
and acknowledged in writing by the Transfer Agent.


 


(iii)        A
certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s
jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date
within ten (10) days of such Closing Date.


 


(iv)        A
certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of
State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a
date within ten (10) days of such Closing Date.


 


(v)         A
certified copy of the Certificate of Incorporation as certified by the Secretary of State of the Company’s jurisdiction of
formation within ten (10) days of such Closing Date.


 


(vi)        A
certificate, in the form previously provided to the Company, executed by an officer of the Company and dated as of such Closing
Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably
acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at such Closing.


 


(vii)       A
letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on such Closing Date immediately prior
to such Closing.


 




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(viii)      A
letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts
of each Buyer participating in such Closing and the wire transfer instructions of the Company.


 


(ix)         Such
other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel
may reasonably request.


 


		7.	TERMINATION.



 


In the event that the
Initial Closing shall not have occurred with respect to a Buyer within five (5) days after the date hereof, then such Buyer shall
have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business
on such date without liability of such Buyer to any other party; provided, however, (a) the right to terminate this Agreement under
this Section 7 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been
consummated by such date is the result of such Buyer’s failure to proceed to Closing or other breach of this Agreement and
(b) the abandonment of the sale and purchase of the Common Shares and the Warrants shall be applicable only to such Buyer providing
such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement
to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in this Section 7 shall be deemed to
release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction
Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement
or the other Transaction Documents.


 


		8.	MISCELLANEOUS.



 


(a)          Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement and the other Transaction Documents shall be governed by the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for
the adjudication of any dispute hereunder or under any of the other Transaction Documents or in connection herewith or therewith
or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall
be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer.
The Company hereby appoints the agent for service of process listed in Schedule 8(a), as its agent for service of process in New
York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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(b)          Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of
an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(c)          Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(d)          Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 




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(e)          Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and
thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers,
the Company, their affiliates and Persons acting on their behalf solely with respect to the matters contained herein and therein,
and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed
to) (i) have any effect on any agreements any Buyer has entered into with the Company or any of its Subsidiaries prior to the
date hereof with respect to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any
respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person,
in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer
and all such agreements shall continue in full force and effect. Except as specifically set forth herein or therein, neither the
Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. For clarification
purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in
writing signed by the Company and each of the Buyers. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party. No consideration shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the
parties to the Transaction Documents, all holders of Common Shares or all holders of the Warrants (as the case may be). The Company
has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated
by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms
that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide
any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement,
the Company expressly acknowledges and agrees that (A) no due diligence or other investigation or inquiry conducted by a Buyer,
any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify
in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or
any other Transaction Document, (B) nothing contained in the Registration Statement, the Prospectus or the Prospectus Supplement
shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement or any other Transaction Document and (C) unless a provision of this
Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,”
nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in
any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any
other Transaction Document.


 


(f)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) when sent, if sent by electronic mail to such email addresses set forth in Schedule 8(f) or provided from time
to time by such parties (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party
and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail
could not be delivered to such recipient); or (iv) one (1) Business Day after deposit with an overnight courier service with next
day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 




    	36



    	 



    

 


If to the Company:


 


Sinocoking Coal & Coke Chemical
Industries, Inc.

Kuanggong Road and Tiyu Road, 10th Floor,


ChengshiXin Yong She, Tiyu Road,


Xinhua District, Pingdingshan, Henan
Province 467000


People’s Republic of China

Telephone: +86-3752882999

Attention: Jianhua Lv


 


With a copy (for informational
purposes only) to:


 


Kaufman & Canoles, P.C.


Two James Center, 14th Floor


1021 E. Cary St.


Richmond, VA 23219


Telephone: (804) 771-5700

Facsimile: (804) 771-5777

Attention: Anthony W. Basch, Esq.


 


If to the Transfer Agent:


 


Interwest Transfer Company, Inc.

1981 Murray Holladay Road, Suite 100


Salt Lake City, UT 84117

Telephone: (801) 272-9294

Facsimile: (801) 277-3147

Attention: Melinda Orth


 


If to a Buyer, to its address and facsimile
number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,


 


with a copy (for informational
purposes only) to:


 


Greenberg Traurig, LLP

MetLife Building

200 Park Avenue

New York, NY 10166

Telephone: (212) 801-9200

Facsimile: (212) 805-9222

Attention: Michael A. Adelstein, Esq.


 


or to such other address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party five (5) days prior to the effectiveness of such change, provided that Greenberg Traurig, LLP shall only be provided copies
of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or
other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail
address shall be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above.


 




    	37



    	 



    

  


(g)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including, as contemplated below, any assignee of any of the Securities. The Company shall not assign this Agreement
or any rights or obligations hereunder without the prior written consent of each of the Buyers, including, without limitation,
by way of a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with the applicable provisions
governing Fundamental Transactions set forth in the Warrants). A Buyer may assign some or all of its rights hereunder in connection
with any transfer of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to
be a Buyer hereunder with respect to such assigned rights.


 


(h)          No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than
the Indemnitees referred to in Section 8(k).


 


(i)          Survival.
The representations, warranties, agreements and covenants shall survive the Closings. Each Buyer shall be responsible only for
its own representations, warranties, agreements and covenants hereunder.


 


(j)          Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k)          Indemnification.


 


(i)          In
consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (A) any misrepresentation or breach of any representation
or warranty made by the Company in any of the Transaction Documents, (B) any breach of any covenant, agreement or obligation of
the Company contained in any of the Transaction Documents or (C) any cause of action, suit or claim brought or made against such
Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out
of or resulting from (1) the execution, delivery, performance or enforcement of any of the Transaction Documents, (2) any transaction
financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (3)
any disclosure properly made by such Buyer pursuant to Section 4(i), or (4) the status of such Buyer or holder of the Securities
as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.


 




    	38



    	 



    

  


(ii)         Promptly
after receipt by an Indemnitee under this Section 8(k) of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is
to be made against the Company under this Section 8(k), deliver to the Company a written notice of the commencement thereof, and
the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have
the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (A) the Company has
agreed in writing to pay such fees and expenses; (B) the Company shall have failed promptly to assume the defense of such Indemnified
Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named
parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such
Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate
counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel
shall be at the expense of the Company), provided further, that in the case of clause (C) above the Company shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee shall reasonably
cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company
and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified
Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement
shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder,
the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable
time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section
8(k), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


 




    	39



    	 



    

  


(iii)        The
indemnification required by this Section 8(k) shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, within ten (10) days after bills are received or Indemnified Liabilities are incurred.


 


(iv)        The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against
the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.


 


(l)          Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock
and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for stock splits, stock
dividends, stock combinations and other similar transactions that occur with respect to the Common Stock after the date of this
Agreement.


 


(m)          Remedies.
Each Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all
rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event
that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law
may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek specific
performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction
in any such case without the necessity of proving actual damages and without posting a bond or other security.


 


(n)          Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction
Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company does
not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its
sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights.


 




    	40



    	 



    

  


(o)          Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any
of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment
or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred. Until the Warrants are no longer outstanding, the Company shall not effect any stock combination,
reverse stock split or other similar transaction (or make any public announcement or disclosure with respect to any of the foregoing)
without the prior written consent of each of the Buyers, such consent not to be unreasonably withheld, conditioned or delayed.
Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are
in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction
Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S.
Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate”
means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar
exchange rate as published in the Wall Street Journal on the relevant date of calculation.


 


(p)          Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several
and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the
obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges
that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or
create a presumption that the Buyers are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are
not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the
transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction
Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted
as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as
agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under
the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company
in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be
entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement
or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party
in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated
hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience
of the Company and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that
each provision contained in this Agreement and in each other Transaction Document is between the Company and a Buyer, solely,
and not between the Company and the Buyers collectively and not between and among the Buyers.


 




    	41



    	 



    

  


(q)          Judgment
Currency.


 


(i)          If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to
convert into any other currency (such other currency being hereinafter in this Section 8(q) referred to as the “Judgment
Currency”) an amount due in U.S. Dollars under this Agreement or any other Transaction Document, the conversion shall
be made at the Exchange Rate prevailing on the Trading Day immediately preceding: (A) the date actual payment of the amount due,
in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such
conversion being made on such date or (B) the date on which the foreign court determines, in the case of any proceeding in the
courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 8(q)(i) being hereinafter
referred to as the “Judgment Conversion Date”).


 


(ii)         If
in the case of any proceeding in the court of any jurisdiction referred to in Section 8(q)(i) above, there is a change in the Exchange
Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall
pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange
Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount
of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.


 


(iii)        Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.


 


[The remainder of this page is
intentionally left blank]


 




    	42



    	 



    

  


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written
above.


  


	 	COMPANY:	 
	 	 	 
	 	
        Sinocoking
        Coal & Coke Chemical

        Industries,
        Inc.
	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written
above.


 


	 	BUYER:	 
	 	 	 
	 	[OTHER BUYERS]	 
	 	 	 
	 	By:	     	 
	 	 	Name:     	 
	 	 	Title:   	 


 


SCHEDULE OF BUYERS


  





	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(6)	 	(7)	 	(8)	 	(9)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer	 	Address
    and Facsimile Number	 	Aggregate

    Number

    of

    Initial

    Common

    Shares	 	Aggregate

    Number

    of

    Additional

    Common

    Shares (*)	 	Aggregate

    Number

    of

    Initial

    Series A

    Warrant

    Shares	 	Aggregate

    Number

    of

    Initial

    Series B

    Warrant

    Shares	 	Aggregate

    Number

    of

    Additional

    Warrant

    Shares (*)	 	Initial

    Purchase

    Price (1)	 	Legal

    Representative’s

    Address and

    Facsimile

    Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


(*) Subject to adjustment for stock splits,
stock dividends, recapitalizations and similar events.


 




    	 



    	 



    

 


Exhibit B


 


Form of Additional Closing Notice


 


TO BE EXECUTED BY A BUYER TO ELECT TO


EFFECT AN ADDITIONAL CLOSING






SINOCOKING COAL & COKE CHEMICAL INDUSTRIES,
INC.


 


The undersigned hereby
exercises its right pursuant to Section 1(b)(ii) of that certain Securities Purchase Agreement, dated September 18, 2014, by and
among Sinocoking Coal & Coke Chemical Industries, Inc., a Florida corporation (the “Company”) and the investors
party thereto (the “Securities Purchase Agreement”) to effect an Additional Closing (as defined in the Securities
Purchase Agreement) as described below. Capitalized terms not defined herein shall have the meaning as set forth in the Securities
Purchase Agreement.


 


		1.	Additional Closing Notice Date: _________________



 


		2.	Additional Closing Date: _________________**



 


** Insert Third (3rd)
Trading Day after the Additional Closing Notice Date


 


		3.	Securities to be issued:



 


(a)          _________
Additional Common Shares; and


 


		(b)	an Additional Warrant to purchase up to _______ Additional Warrant Shares.



 


4.             Additional
Purchase Price. The undersigned shall pay the Additional Purchase Price in the sum of $___________________ to the Company on
or prior to the Additional Closing Date in accordance with the terms of the Securities Purchase Agreement.


 


5.            Delivery
of Securities. The Company shall deliver the Additional Common Shares and Additional Warrant described above to the undersigned,
or its designee or agent as specified below:


 


The certificate with
respect to the Additional Warrant should be delivered to the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 


 




    	 



    	 



    

 


The Additional Common
Shares should be delivered by Deposit/Withdrawal at Custodian as follows:


 


	DTC Participant:	 
	 	 
	DTC Number:	 
	 	 
	Account Number:	 


 


	Date: _____________ __, ______	 
	 	 
	 	 
	Name of Buyer	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Tax ID:	 	 
	 	 	 	 
	 	Facsimile: