Exhibit 10.6


 


VOTING
AGREEMENT


 


VOTING
AGREEMENT, dated as of [__] (this “Agreement”), by and between Addentax Group Corp., a Nevada corporation with
offices located at Kingkey 100, Block A, Room 4805, Luohu District, Shenzhen City, China (the “Company”) and [_________]
(the “Stockholder”).


 


WHEREAS,
the Company and certain investors (each, an “Investor”, and collectively, the “Investors”) have
entered into a Securities Purchase Agreement, dated as of January [__], 2023 (the “Securities Purchase Agreement”),
pursuant to which, among other things, the Company has agreed to issue and sell to the Investors and the Investors have, severally but
not jointly, agreed to purchase (i) certain senior secured convertible notes of the Company (the “Notes”), which will
be convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”, as
converted, the “Conversion Shares”), in accordance with the terms of the Notes and (ii) warrants, which are exercisable
for shares of Common Stock (the “Warrants”, and as exercised, the “Warrant Shares”), in accordance
with the terms of the Warrants;


 


WHEREAS,
as of the date hereof, the Stockholder owns shares of Common Stock (the “Stockholder Shares”), which represent (i)
approximately [     %] of the total issued and outstanding Common Stock of the Company, and (ii) approximately [     %] of the total voting power
of the Company; and


 


WHEREAS,
as a condition to the willingness of each Investor to enter into the Securities Purchase Agreement and to consummate the transactions
contemplated thereby (collectively, the “Transaction”), the Investors have required that the Stockholder agree, and
in order to induce each Investor to enter into the Securities Purchase Agreement, the Stockholder has agreed, to enter into this Agreement
with respect to all the Stockholder Shares now owned and which may hereafter be acquired by the Stockholder and any other securities
of the Company (the “Other Securities”, and together with the Stockholder Shares, the “Stockholder Securities”),
if any, which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the stockholders
of the Company.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:


 


ARTICLE
I


 


VOTING
AGREEMENT OF THE STOCKHOLDER


 


SECTION
1.01. Voting Agreement. Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any meeting of
the stockholders of the Company, however called, and in any action by written consent of the Company’s stockholders, the Stockholder
shall vote the Stockholder Securities, which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to
vote, at any meeting of the stockholders of the Company: (a) in favor of the Stockholder Approval (as defined in the Securities Purchase
Agreement) and the Stockholder Resolutions (as defined in the Securities Purchase Agreement), in each case, as described in Section 4(cc)
of the Securities Purchase Agreement; and (b) against any proposal or any other corporate action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Documents
(as defined in the Securities Purchase Agreement) or which could result in any of the conditions to the Company’s obligations under
the Transaction Documents not being fulfilled. The Stockholder acknowledges receipt and review of a copy of the Securities Purchase Agreement
and the other Transaction Documents. The obligations of the Stockholder under this Section 1.01 shall terminate immediately following
the occurrence of the Stockholder Approval.


 






    	 



    	 



    

 


ARTICLE
II


 


REPRESENTATIONS
AND WARRANTIES OF THE STOCKHOLDER


 


The
Stockholder hereby represents and warrants to the Company and each of the Investors as follows:


 


SECTION
2.01. Authority Relative to this Agreement. The Stockholder has all requisite power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against
the Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally, the
enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific performance or other forms of equitable
relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may
be brought.


 


SECTION
2.02. No Conflict. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement
by the Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order,
judgment or decree applicable to the Stockholder or by which the Stockholder Securities owned by the Stockholder are bound or affected
or (ii) result in any breach of or constitute a default (or an event that 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, or result in the creation of a lien or
encumbrance on any of the Stockholder Securities owned by the Stockholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder
or the Stockholder Securities owned by the Stockholder is bound.


 


(b)
The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder
shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity by
the Stockholder.


 


SECTION
2.03. Title to the Stock. As of the date hereof, the Stockholder is the owner of [           ] shares of Common Stock, entitled to vote,
without restriction, on all matters brought before holders of capital stock of the Company, which shares of Common Stock represent on
the date hereof approximately [    ]% of the outstanding stock and approximately [     ]% of the voting power of the Company. Such shares of
Common Stock are all the securities of the Company owned, either of record or beneficially, by the Stockholder. Such Common Stock is
owned free and clear of all Encumbrances (as defined below). The Stockholder has not appointed or granted any proxy, which appointment
or grant is still effective, with respect to the Common Stock or Other Securities owned by the Stockholder.


 






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ARTICLE
III


 


COVENANTS


 


SECTION
3.01. No Disposition or Encumbrance of Stock. The Stockholder hereby covenants and agrees that the Stockholder shall not offer
or agree to sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to,
or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the
Stockholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect
to the Stockholder Securities, directly or indirectly, or initiate, solicit or encourage any person to take actions which could reasonably
be expected to lead to the occurrence of any of the foregoing.


 


SECTION
3.02. Company Cooperation. The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and unconditionally
acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance
or agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.


 


ARTICLE
IV


 


MISCELLANEOUS


 


SECTION
4.01. Further Assurances. The Stockholder shall execute and deliver such further documents and instruments and take all further
action as may be reasonably necessary in order to consummate the transactions contemplated hereby.


 


SECTION
4.02. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that any Investor (without being joined by any other Investor) shall be entitled
to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Any Investor shall be entitled to its
reasonable attorneys’ fees in any action brought to enforce this Agreement in which it is the prevailing party.


 


SECTION
4.03. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Stockholder (other than the
Securities Purchase Agreement and the other Transaction Documents) with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, among the Company and the Stockholder with respect to the subject matter hereof.


 


SECTION
4.04. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.


 






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SECTION
4.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any
rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.


 


SECTION
4.06. 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.


 


SECTION
4.07. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the Borough of Manhattan in the City of New York, New York, for the adjudication of any dispute hereunder or in connection
herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, 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. The parties consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of motion
or other application to any of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District
of New York by registered mail, return receipt requested, directed to the party being served at its address set forth on the signature
ages to this Agreement (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by
personal service or in such other manner as may be permissible under the rules of said courts. Each of the Company and the Stockholder
irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue
of any such suit, action, or proceeding brought in such a court and any claim that suit, action, or proceeding has been brought in an
inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, 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.


 


SECTION
4.08. Termination. This Agreement shall automatically terminate immediately following the occurrence of the Stockholder Approval.


 


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IN
WITNESS WHEREOF, the Stockholder and the Company have duly executed this Voting Agreement as of the date first written above.


 


	 	THE
    COMPANY: 
	 	 
	 	ADDENTAX
    GROUP CORP.
	 	 
	 	By:	
	 	Name:	Hong
    Zhida  
	 	Title:	Chief
    Executive Officer   


 


	 	Address:	Kingkey
    100, Block A, Room 4805
	 	 	Luohu
    District, Shenzhen City, China


 


	 	STOCKHOLDER:
	 	 
	 	 
	 	 
	 	By:	 
	 	Name:
	 
	 	Title:	                         
	 	 	 
	 	Address: