Exhibit 10.1


 


EXECUTION COPY


 


ZHONGCHAO
INC.


 


CLASS
A ORDINARY SHARES


 


SALES
AGREEMENT


 


December 17, 2021


 


US Tiger Securities, Inc.


437 Madison Avenue, 27th Floor,


New York, NY 10022


 


Ladies and Gentlemen:


 


Zhongchao Inc., a Cayman Islands
company (the “Company”), confirms its agreement (this “Agreement”) with US Tiger Securities,
Inc., as follows:


 


1. Issuance and Sale of
Shares. The Company agrees that, from time to time during the term of this Agreement as set forth below, on the terms and subject
to the conditions set forth herein, it may issue and sell to or through US Tiger Securities, Inc., acting as agent and/or principal (the
“Sales Agent”), the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class
A Ordinary Shares”), subject to the limitations set forth in Section 3(b) hereof. The issuance and sale of Class
A Ordinary Shares to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the
Company and declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”).


 


The term of this Agreement
shall commence on the date on which the Registration Statement (as defined below) is declared effective by the Commission and shall end
upon the termination or expiration of this Agreement in accordance with Section 11.


 


On the date of this Agreement,
the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively, the “Securities Act”), with the Commission, a shelf registration statement on Form
F-3, including a base prospectus (the “Base Prospectus”), relating to certain securities, including the Class
A Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed
or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder
(collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the offering
of Class A Ordinary Shares pursuant to this Agreement included as part of such registration statement (the “ATM Prospectus”
and, together with the Base Prospectus, collectively, the “Initial Prospectus”). As soon as practicable following
the date that such registration statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent,
copies of the ATM Prospectus included as part of such registration statement, relating to the Placement Shares (as defined below). Except
where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed
as part thereof or incorporated by reference therein, and including any information contained in any prospectus subsequently filed with
the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule
430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The Initial Prospectus,
including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance
with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), as may be supplemented from time to time
by any additional prospectus supplement, in the form in which such Base Prospectus and/or ATM Prospectus have most recently been filed
by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus”
(“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”),
relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant
to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the
form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any
reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and
include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing
after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement,
all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any
copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive
Data Electronic Applications (collectively “EDGAR”). 


 






     


     


    

 


2. Placements. Each
time that the Company wishes to issue and sell the Class A Ordinary Shares through the Sales Agent, as agent, hereunder (each, a “Placement”),
it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement
Notice”) containing the parameters in accordance with which it desires the Class A Ordinary Shares to be sold, which shall
at a minimum include the number of Class A Ordinary Shares to be issued (the “Placement Shares”), the time period
during which sales are requested to be made, any limitation on the number of Class A Ordinary Shares that may be sold in any one Trading
Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum
sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals
from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule),
and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2
may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance
with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason,
in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements
set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement
Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions
of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection
with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly
acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or
any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline
such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of
a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.


 


3. Sale of Placement Shares
by the Sales Agent.


 


(a) Subject to the terms and
conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described
therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, as agent
for the Company, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state
and federal laws, rules and regulations and the rules of The Nasdaq Capital Market (the “Exchange”), for the
period specified in the Placement Notice, to sell such Placement Shares up to the amount specified by the Company in, and otherwise in
accordance with the terms of such Placement Notice. If acting as agent hereunder, the Sales Agent will provide written confirmation to
the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt
of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later
than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares
hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement Shares, the
compensation payable by the Company to the Sales Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as
defined below) payable to the Company, with an itemization of the deductions made by the Sales Agent (as set forth in Section 5(a))
from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Sales Agent may sell Placement
Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities
Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Class A Ordinary Shares
or to or through a market maker. Subject to the terms of a Placement Notice, the Sales Agent may also sell Placement Shares by any other
method permitted by law, including but not limited to in negotiated transactions with the Company’s prior written consent. The Company
acknowledges and agrees that (i) there can be no assurance that the Sales Agent will be successful in selling Placement Shares, (ii) the
Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for
any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales
practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Sales Agent
shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed
by the Sales Agent and the Company in writing and expressly set forth in a Placement Notice. For the purposes hereof, “Trading
Day” means any day on which the Company’s Class A Ordinary Shares are purchased and sold on the principal market on
which the Class A Ordinary Shares are listed or quoted.


 






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(b) Under no circumstances shall
the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale of such Placement Shares, the
aggregate number or gross sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser of: (i) the number
or dollar amount of Class A Ordinary Shares registered pursuant to the Registration Statement pursuant to which the offering hereunder
is being made, (ii) the number of authorized but unissued and unreserved Class A Ordinary Shares, (iii) the number or dollar amount of
Class A Ordinary Shares permitted to be offered and sold by the Company under Form F-3 (including General Instruction I.B.5. of Form F-3,
if and for so long as applicable), (iv) the number or dollar amount of Class A Ordinary Shares authorized from time to time to be issued
and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive
committee, and notified to the Sales Agent in writing, or (v) the number or dollar amount of Class A Ordinary Shares for which the Company
has filed the ATM Prospectus or other prospectus supplement specifically relating to the offering of the Placement Shares pursuant to
this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement
at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly authorized committee
thereof or a duly authorized executive committee, and notified to the Sales Agent in writing. Notwithstanding anything to the contrary
contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this Section 3(b) on
the number or dollar amount of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility
of the Company, and that the Sales Agent shall have no obligation in connection with such compliance.


 


(c) During the term of this
Agreement, neither the Sales Agent nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of the
Company or (ii) any sale of any security of the Company that the Sales Agent does not own or any sale which is consummated by the delivery
of a security of the Company borrowed by, or for the account of, the Sales Agent. During the term of this Agreement and notwithstanding
anything to the contrary herein, the Sales Agent agrees that in no event will the Sales Agent or its affiliates engage in any market making,
bidding, stabilization or other trading activity with regard to the Class A Ordinary Shares or related derivative securities if such activity
would be prohibited under Regulation M or other anti-manipulation rules under the Exchange Act.


 


4. Suspension of Sales.


 


(a) The Company or the Sales
Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party
set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the
notice is sent, other than via auto-reply), suspend any sale of Placement Shares for a period of time (a “Suspension Period”);
provided, however, that such suspension shall not affect or impair either party’s obligations with respect to any
Placement Shares sold hereunder prior to the receipt and acknowledgement of such notice or Sales Notices issued hereunder prior to the
giving of such notice. Each of the parties agrees that no such notice under this Section 4 shall be effective against the other
unless it is made to one of the individuals named on Schedule 2 hereto, as such schedule may be amended from time to time.
During a Suspension Period, the Company shall not issue any Placement Notices and the Sales Agent shall not sell any Placement Shares
hereunder. The party that issued a suspension notice shall notify the other party in writing of the Trading Day on which the Suspension
Period shall expire not later than twenty-four (24) hours prior to such Trading Day.


 






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(b) Notwithstanding any other
provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and
the Sales Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement
Shares, and (iii) the Sales Agent shall not be obligated to sell or offer to sell any Placement Shares.


 


5. Settlement.


 


(a) Settlement of Placement
Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the
second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the respective Point
of Sale (as defined below) (each, a “Settlement Date”). The amount of proceeds to be delivered to the Company
on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the
aggregate sales price received by the Sales Agent at which such Placement Shares were sold, after deduction for (i) the Sales Agent’s
discount, commission or other compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts
due and payable by the Company to the Sales Agent hereunder pursuant to Section 7(g) (Expenses) hereof and (iii) any transaction
fees, trading expenses or execution fees imposed by any clearing organization or any governmental or self-regulatory organization and
any other fees incurred by the Sales Agent in respect of such sales.


 


(b) Delivery of Placement
Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement
Shares being sold by crediting the Sales Agent’s or its designee’s account (provided the Sales Agent shall have given the
Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal
at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be
freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent will deliver the related
Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if
the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement
Date, the Company agrees that, in addition to and in no way limiting the rights and obligations set forth in Section 9(a) hereto,
the Company will (i) hold the Sales Agent, its directors, officers, employees and agents of the Sales Agent, each broker dealer affiliate
of the Sales Agent, and each person, if any, who (A) controls the Sales Agent within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act or (B) is controlled by or is under common control with the Sales Agent (each, a “Sales Agent
Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or expense (including
reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent
(if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been
entitled absent such default.


 


6. Representations and
Warranties of the Company. The Company, on behalf of itself and its subsidiaries, represents and warrants to, and agrees with, the
Sales Agent that as of each Applicable Time (as defined in Section 22(a)):


 


(a) Compliance with Registration
Requirements. As of each Applicable Time other than the date of this Agreement, the Registration Statement and any Rule 462(b) Registration
Statement have been declared effective by the Commission under the Securities Act. As of each Applicable Time other than the date of this
Agreement, the Company has not received from the Commission any notice pursuant to Rule 401(g)(1) under the Securities Act objecting to
the use of the shelf registration statement form. At the time of the initial filing of the Registration Statement, the Company paid (or
will pay) the required Commission filing fees relating to the Placement Shares in accordance with Rules 456(a) and 457(o) under the Securities
Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental
information related to the Registration Statement and the Prospectus. No stop order suspending the effectiveness of the Registration Statement
or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to
the best knowledge of the Company, are contemplated or threatened by the Commission. At the time of (i) the initial filing of the Registration
Statement with the Commission and (ii) any amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act
(whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act
or form of prospectus), the Registration Statement conformed and will conform in all respects to the requirements of the Securities Act,
including compliance with General Instructions I.A and I.B.5. of Form F-3, if and for so long as applicable. The Registration Statement
and the offer and sale of the Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply
in all material respects with said rule. In the section entitled “Plan of Distribution” in the ATM Prospectus, the Company
has named US Tiger Securities, Inc. as an agent that the Company has engaged in connection with the transactions contemplated by this
Agreement. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Securities Act.


 






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(b) No Misstatement or Omission.
The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply
in all material respects with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it
became or becomes effective, did not and will not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its
date, did not and, as of each Point of Sale and each Settlement Date, 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 the light of the circumstances under which they were made,
not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in
or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements
thereto, made in reliance upon and in conformity with information relating to the Sales Agent furnished to the Company in writing by the
Sales Agent expressly for use therein. “Point of Sale” means, for a Placement, the time at which an acquiror
of Placement Shares entered into a contract, binding upon such acquiror, to acquire such Placement Shares.


  


(c) Offering Materials Furnished
to the Sales Agent. Copies of the Registration Statement, the Prospectus, and all amendments or supplements thereto and all documents
incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement, have been delivered,
or are publicly available through EDGAR, to the Sales Agent. Each Prospectus delivered to the Sales Agent for use in connection with the
sale of the Placement Shares pursuant to this Agreement will be identical to the version of such Prospectus filed with the Commission
via EDGAR, except to the extent permitted by Regulation S-T.


 


(d) Shelf Registration Statement.
The date of this Agreement is not more than three years subsequent to the initial effective time of the Registration Statement.


 


(e) Distribution of Offering
Material By the Company. The Company has not distributed and will not distribute, prior to the completion of the Sales Agent’s
distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement Shares other than
the Prospectus or the Registration Statement.


 


(f) The Sales Agreement.
This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal, and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by
federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally, and subject to general principles of equity. The Company has full corporate
power and authority to enter into this Agreement and to authorize, issue and sell the Placement Shares as contemplated by this Agreement.
This Agreement conforms in all material respects to the descriptions thereof in the Registration Statement and the Prospectus.


 


(g) Authorization of the
Placement Shares. The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid and nonassessable,
will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and
will conform to the description of the Class A Ordinary Shares contained in the Registration Statement and the Prospectus.


 


(h) No Applicable Registration
or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or debt securities registered
for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been
duly waived. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and
sale of the Placement Shares hereunder, whether as a result of the filing or effectiveness of the Registration Statement or the sale of
the Placement Shares as contemplated hereby or otherwise.


 






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(i) No Material Adverse Change.
Except as otherwise disclosed in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus:
(i) there has been no material adverse change in the business, properties, prospects, operations, condition (financial or otherwise) or
results of operations of the Company and its subsidiaries, taken as a whole (any such change is called a “Material Adverse
Change”), or any development involving a prospective material adverse change, which, individually or in the aggregate, has
had or would reasonably be expected to result in a Material Adverse Change; (ii) the Company and its subsidiaries, considered as one entity,
have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered
into any material transaction or agreement not in the ordinary course of business; (iii) there has been no dividend or distribution of
any kind declared, paid or made by the Company or, except for regular quarterly dividends publicly announced by the Company or dividends
paid to the Company or other subsidiaries, by any of its subsidiaries on any class of share capital or repurchase or redemption by the
Company or any of its subsidiaries of any class of share capital; (iv) no officer or director of the Company has resigned from any position
with the Company; and (v) there has not been any Material Adverse Change in the Company’s long-term debt.


 


(j) Independent Accountants.
To the knowledge of the Company, Marcum Bernstein & Pinchuk LLP, who issued audit reports for the Company’s financial statement
for the fiscal year ended December 31, 2020 and December 31, 2019, is an independent registered public accounting firm as required by
the Securities Act and the Public Company Accounting Oversight Board.


 


(k) Financial Statements.
The financial statements incorporated by reference in the Registration Statement and in the Prospectus, together with the related notes
and schedules, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and fairly
present the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their
operations and cash flows for the periods therein specified. Such financial statements and supporting schedules have been prepared in
conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout
the periods involved. The selected financial data and the summary financial information included in the Registration Statement and the
Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that
of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the
Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein, have been prepared
in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled
on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to therein. Except as included in the Registration Statement
and the Prospectus, no other financial statements, pro forma financial information or schedules are required under the Securities Act
or the Exchange Act to be included in or incorporated by reference in the Registration Statement or the Prospectus.


 


(l) Forward-Looking Statements.
The Company had a reasonable basis for, and made in good faith, each “forward-looking statement” (within the meaning of Section
27A of the Securities Act or Section 21E of the Exchange Act) contained or incorporated by reference in the Registration Statement or
the Prospectus.


 


(m) Statistical and Marketing-Related
Data. All statistical or market-related data included or incorporated by reference in the Registration Statement or the Prospectus
are based on or derived from sources that the Company reasonably believes to be reliable and accurate, and, to the Company’s knowledge,
the Company has obtained the written consent to the use of such data from such sources to the extent required.


  


(n) XBRL. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the
information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto.


 


(o) Incorporation and Good
Standing of the Company and its Subsidiaries. The Company is a exempt company duly formed and validly existing under the laws of the
Cayman Islands and in good standing under such laws. The Company has requisite corporate power to carry on its business as described in
the Prospectus. The Company is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of
its business requires such qualification; except where the failure to be so qualified or to be in good standing would not result in a
Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other
than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 20-F for the most recently ended fiscal year
and other than (i) those subsidiaries not required to be listed as an exhibit pursuant Form 20-F, and (ii) as disclosed in the Registration
Statement and the Prospectus. Each subsidiary is a corporation or limited liability company duly incorporated or formed and validly existing
under the laws of the jurisdiction of its incorporation or formation and is in good standing under such laws. Each of the subsidiaries
has requisite corporate power to carry on its business as described in the Prospectus. Each of the subsidiaries is duly qualified to transact
business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the
failure to be so qualified or to be in good standing would not result in a Material Adverse Change. Except as disclosed in the Registration
Statement and the Prospectus, all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized
and issued or paid in installments in accordance with applicable procedures under the laws and regulations of the People’s Republic
of China (the “PRC”) or other applicable law, are fully paid and non-assessable and, except as disclosed in
the Registration Statement the Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims except for the liens and encumbrances incurred in connection with loans and other financing facilities that have been
disclosed in the Registration Statement and the Prospectus, and were issued in compliance with the laws of the PRC or other applicable
securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. The articles of association,
by-laws and other applicable constitutional documents of each subsidiary comply with the requirements of applicable law and are in full
force and effect.


 






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(p) Share Capital Matters.
The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus. The form of certificates for
the Class A Ordinary Shares conforms to the corporate law of the jurisdiction of the Company’s incorporation. All of the issued
and outstanding Class A Ordinary Shares of the Company issued prior to the transactions contemplated by this Agreement are duly authorized
and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform
to the description thereof in the Registration Statement and the Prospectus. None of the outstanding Class A Ordinary Shares of the Company
were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities
of the Company. All of the issued Class A Ordinary Shares of each subsidiary of the Company have been duly and validly authorized and
issued, are fully paid and nonassessable and, except as set forth in the Registration Statement and the Prospectus, are owned directly
or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. Except for the issuances of options or restricted
shares pursuant to the Company’s incentive plans or as otherwise set forth in the Registration Statement and the Prospectus, since
the respective dates as of which information is provided in the Registration Statement or the Prospectus, the Company has not entered
into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase
or acquire from the Company any shares of the share capital of the Company.


 


(q) Non-Contravention of
Existing Instruments; No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of
this Agreement and consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus (including
the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus
under the caption “Use of Proceeds”) will not (A) result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any property
or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or 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 right of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”)
of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (“Contract”)
or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company
or any subsidiary is bound or affected, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably
likely to result in a Material Adverse Change, or (C) result in a breach or violation of any of the terms and provisions of, or constitute
a default under, the Company’s certificate of incorporation or bylaws. Except as set forth in the Registration Statement and the
Prospectus, neither the Company nor any of its subsidiaries is in violation, breach or default under its Certificate of Incorporation,
by-laws or other equivalent organizational or governing documents. Neither the Company nor any its subsidiaries nor, to its knowledge,
any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a
Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative
or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance
of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) with respect
to any Applicable Time at which the Sales Agent would not be able to rely on Rule 5110(h)(1)(C) of the Financial Industry Regulatory Authority,
Inc. (“FINRA”), such additional steps as may be required by FINRA, (ii) filings with the Commission required
under the Securities Act or the Exchange Act, or filings with the Exchange pursuant to the rules and regulations of the Exchange, in each
case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary
to qualify the Class A Ordinary Shares for sale by the Sales Agent under state securities or Blue Sky laws.


 






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(r) No Material Actions or
Proceedings. Except as set forth in the Registration Statement and the Prospectus, there is not pending or, to the knowledge of the
Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property
or assets of the Company or any of its subsidiaries is the subject before or by any court or governmental agency, authority or body, or
any arbitrator or mediator.


 


(s) Labor Disputes. There
is (A) no unfair labor practice complaint pending against the Company, or any of its subsidiaries, nor to the Company’s knowledge,
threatened against it or any of its subsidiaries, before the National Labor Relations Board, any state or local labor relation board or
any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement
is so pending against the Company or any of its subsidiaries, or, to the Company’s knowledge, threatened against it and (B) no labor
disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is imminent, and the
Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries, principal suppliers,
manufacturers, customers or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse
Change. The Company is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate
employment with the Company or any such subsidiary. Except as described in the Registration Statement and the Prospectus, the Company
has no material obligation to provide retirement, death or disability benefits to any of the present or past employees of the Company
or any subsidiary, or any other person.


 


(t) All Necessary Permits,
etc. Except as set forth in the Registration Statement and the Prospectus, the Company and each of its subsidiaries holds, and is
in compliance with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”)
of any governmental or self-regulatory agency, authority or body required for the conduct of its business, and all such Permits are in
full force and effect.


 


(u) Tax Law Compliance.
Other than as disclosed in the Registration Statement Package and the Prospectus or matters that would not, individually or in the aggregate,
have or reasonably be expected to result in a Material Adverse, each of the Company and its subsidiaries has (a) filed all foreign, federal,
state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly
obtained extensions of time for the filing thereof and (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns
that were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary. The provisions for taxes
payable, if any, shown on the financial statements included or incorporated by reference in the Registration Statement and the Prospectus
are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated
financial statements. Other than as disclosed in the Registration Statement and the Prospectus, no issues have been raised (and are currently
pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries,
and no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company
or its subsidiaries. There are no tax liens against the assets, properties or business of the Company or any of its subsidiaries. The
term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales,
use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever,
together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns”
means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.


 






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(v) PFIC Status. The
Company believes that it was not a "passive foreign investment company" (a "PFIC"), as defined in Section 1297 of
the United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year and, based on the current projections
regarding the composition of the Company's income and valuation of its assets and operations, the Company does not expect to become a
PFIC in the foreseeable future.


 


(w) Company Not an “Investment
Company”. The Company is not, and will not be, either after receipt of payment for the Placement Shares or after the application
of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement or the Prospectus, required to
register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company
Act”).


 


(x) Off-Balance Sheet Arrangements.
There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company,
any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited
purpose entity (each, an "Off Balance Sheet Transaction") that could reasonably be expected to affect materially the Company's
liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions described in
the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos.
33-8056; 34-45321; FR-61), required to be described in the Prospectus, which have not been described as required.


 


(y) Insurance. The Company
and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct
of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries,
and all such insurance is in full force and effect. Neither the Company nor any of its subsidiaries has reason to believe that it will
not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material
Adverse Change.


 


(z) No Price Stabilization
or Manipulation. Neither the Company nor any of its subsidiaries has taken, directly or indirectly (without giving any effect to the
activities of the Agent), any action designed to or that might cause or result in stabilization or manipulation of the price of the Class
A Ordinary Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation
M”)) with respect to the Class A Ordinary Shares, whether to facilitate the sale or resale of the Placement Shares or otherwise,
and has taken no action which would directly or indirectly violate Regulation M.


 


(aa) Related Party Transactions.
There are no business relationships or related party transactions involving the Company, any of its subsidiaries, or any other person
required to be described in the Registration Statement and the Prospectus that have not been described as required pursuant to the Securities
Act.


 


(bb) Exchange Act Compliance.
The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus or any amendment or
supplement thereto, at the time they were or hereafter are filed with the Commission under the Exchange Act, complied and will comply
in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus,
at each Point of Sale and each Settlement Date, will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


 


(cc) Conformity of Issuer
Free Writing Prospectus. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements
of the Securities Act on the date of first use, and the Company has complied or will comply with any filing requirements applicable to
such Issuer Free Writing Prospectus pursuant to the Securities Act. Each Issuer Free Writing Prospectus, as of its issue date and at all
subsequent times through the completion of the public offer and sale of the Placement Shares, did not, does not and will not include any
information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus,
including any document incorporated by reference therein that has not been superseded or modified. The Company has not made any offer
relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Sales
Agent. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as
a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration
Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development,
would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified
or will promptly notify the Sales Agent and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free
Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The Company has retained in accordance with the
Securities Act all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act.


 






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(dd) Cybersecurity. (i)
(x) Except as disclosed in the Registration Statement and the Prospectus, or where the breach or compromise would not, individually or
in the aggregate, reasonably be expected have a Material Adverse Change, there has been no security breach or other compromise of or relating
to any of the Company's or its subsidiaries’ information technology and computer systems, networks, hardware, software, data, equipment
or technology (collectively, "IT Systems and Data") and (y) the Company and its subsidiaries have not been notified of, and
have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to
their IT Systems and Data except where such event or condition would not, individually or in the aggregate, reasonably be expected have
a Material Adverse Change; (ii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological
safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably
consistent with industry standards and practices, or as required by applicable regulatory standards; and (iii) the Company and its subsidiaries
are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator
or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems
and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as
would not, in the case of this clause (iii), individually or in the aggregate, have a Material Adverse Change.


 


(ee) Compliance with Environmental
Laws. The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating
to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment
which are applicable to their businesses (“Environmental Laws”), except where the failure to comply has not
had and would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Change. There has been no storage,
generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes
or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge, any
other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the property
now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute,
ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule
of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability which
has not had and would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Change; and there has been
no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of
any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has knowledge. The
Company and its subsidiaries have reviewed the effect of Environmental Laws on their business and assets, in the course of which they
identified and evaluated associated costs and liabilities (including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or governmental permits issued thereunder, any related constraints
on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded
that such associated costs and liabilities would not have, singularly or in the aggregate, a Material Adverse Change.


 






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(ff) Intellectual Property.
Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Change,
the Company and each of its subsidiaries own or possess or have valid rights to use all patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights
(“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its subsidiaries
as currently carried on and as described in the Registration Statement and the Prospectus. To the knowledge of the Company, no action
or use by the Company or any of its subsidiaries necessary for the conduct of their business as currently carried on and as described
in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any
Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material
Adverse Change. Neither the Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or conflict
with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties
of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge
of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries
in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such
claim, that would, individually or in the aggregate, together with any other claims in this Section 6(ff), reasonably be expected
to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the
knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction
invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of
any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other
claims in this Section 6(ff), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes,
misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company nor
any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other facts which would form a
reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(ff),
reasonably be expected to result in a Material Adverse Change; and (E) except as disclosed in the Registration Statement and the Prospectus,
to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation in any material
respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement,
non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation
relates to such employee’s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed
with the Company or any of its subsidiaries and could reasonably be expected to result, individually or in the aggregate, in a Material
Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company or any
of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party
to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that
are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement
and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the
technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in
violation of any contractual obligation binding on the Company or any such subsidiary or, to the Company’s knowledge, any of its
or its subsidiaries’ officers, directors or employees, or otherwise in violation of the rights of any persons.


  


(gg) Brokers. Neither
the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than as contemplated
by this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Sales Agent for a brokerage
commission, finder’s fee or like payment in connection with the offering and sale of the Placement Shares by the Sales Agent under
this Agreement.


 


(hh) No Outstanding Loans
or Other Indebtedness. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course
of business) or guarantees or indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors
of the Company or executive officers of any of its subsidiaries to the extent such executive officers may be deemed executive officers
of the Company, or any of their respective family members, except as disclosed in the Registration Statement and the Prospectus. The Company
has not directly or indirectly extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit,
in the form of a personal loan to or for any director or executive officer of the Company, except as disclosed in the Registration Statement
and the Prospectus.


 






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(ii) No Reliance. The
Company has not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax or accounting advice in connection
with the offering and sale of the Placement Shares.


 


(jj) Broker-Dealer Status.
Neither the Company nor any of its related entities (i) is required to register as a “broker” or “dealer” in accordance
with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person
associated with a member” or “associated person of a member” (within the meaning of Article I of the NASD Manual administered
by FINRA). To the Company’s knowledge, there are no affiliations or associations between any member of FINRA and any of the Company’s
officers, directors or 10% or greater security holders, except as set forth in the Registration Statement.


 


(kk) Public Float Calculation.
At the time the Registration Statement and any Rule 462(b) Registration Statement was or will be filed with the Commission, at the time
the Registration Statement and any Rule 462(b) Registration Statement was or will be declared effective by the Commission, and at the
time the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable
requirements for the use of Form F-3 under the Securities Act. As of the close of trading on the Exchange on December 7, 2021, the aggregate
market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than
affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries,
control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”),
was approximately $31 million (calculated by multiplying (x) the price at which the Class A Ordinary Shares of the Company was last sold
on the Exchange on December 1, 2021 by (y) the number of Non-Affiliate Shares outstanding on December 3, 2021). The Company is not a shell
company (as defined in Rule 405) and has not been a shell company for at least twelve (12) calendar months previously and if it has been
a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5. of Form F-3) with the
Commission at least twelve (12) calendar months previously reflecting its status as an entity that is not a shell company.


 


(ll) FINRA Matters. All
of the information provided to the Sales Agent or to counsel for the Sales Agent by the Company, its counsel, its officers and directors
and, to the Company’s knowledge, the holders of any securities (debt or equity) or options to acquire any securities of the Company
in connection with the offering of the Placement Shares is true, complete, correct and compliant with FINRA’s rules in all material
respects and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is
true, complete and correct in all material respects. Except as disclosed in the Registration Statement and the Prospectus, there is no
(i) officer or director of the Company, (ii) beneficial owner of 10% or more of any class of the Company’s securities or (iii) beneficial
owner of the Company’s unregistered equity securities that were acquired during the 180-day period immediately preceding the date
of this Agreement that is an affiliate or associated person of a FINRA member participating in the offer, issuance and sale of the Placement
Shares as contemplated by this Agreement and the Registration Statement and the Prospectus (as determined in accordance with the rules
and regulations of FINRA).


  


(mm) Compliance with Orders.
Neither the Company nor any of its subsidiaries is in violation of any material judgment, decree, or order of any court, arbitrator or
other governmental authority.


 


(nn) Compliance with Certain
Applicable Laws. The Company and each of its subsidiaries: (A) is and at all times has been in compliance with all statutes, rules,
or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling,
promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company (“Applicable
Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change;
(B) has not received any warning letter, untitled letter or other correspondence or notice from any governmental authority alleging or
asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements
or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations
and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations;
(D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from
any governmental authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations
and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action,
suit, investigation or proceeding; (E) has not received notice that any governmental authority has taken, is taking or intends to take
action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering
such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or
were corrected or supplemented by a subsequent submission).


 






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(oo) Sarbanes–Oxley
Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections
302 and 906 related to certifications.


 


(pp) Disclosure Controls
and Procedures. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries maintain systems
of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply
with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive
and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited
to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included
or incorporated by references in the Registration Statement and the Prospectus fairly present the information called for in all material
respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest
audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, there has been no
change in the Company’s internal control over financial reporting that that could materially affect internal controls.


 


(qq) Critical Accounting
Policies. The section entitled "Item 5. Operating and Financial Review and Prospects-Operating Results-Critical Accounting Policies"
in the Company's most recent Annual Report on Form 20-F accurately describes in all material respects (A) the accounting policies that
the Company believes are the most important in the portrayal of the Company's financial condition and results of operations and that require
management's most difficult, subjective or complex judgments (“Critical Accounting Policies”); (B) the judgments
and uncertainties affecting the application of the Critical Accounting Policies; and (C) the likelihood that materially different amounts
would be reported under different conditions or using different assumptions and an explanation thereof. The Company's audit committee
of the board of directors and senior management have reviewed and agreed with the selection, application and disclosure of the Critical
Accounting Policies and have consulted with the Company's independent accountants with regard to such disclosure.


 


(rr) Foreign Private Issuer.
The Company is a "foreign private issuer" as defined in Rule 405 under the Securities Act.


 


(ss) Intentionally Reserved.
(tt) Contracts and Agreements. The agreements and documents described in the Registration Statement and the Prospectus conform
in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the
Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the
Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described)
to which the Company or any of its subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in
the Registration Statement and the Prospectus, or (ii) is material to the Company’s or its subsidiaries’ business, has been
duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the
Company or any of its subsidiaries and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except
(x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights
generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities
laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. Except as disclosed in the Registration
Statement and the Prospectus, none of such agreements or instruments has been assigned by the Company or its subsidiaries, and neither
the Company, its subsidiaries nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder.
To the best of the Company’s knowledge, performance by the Company or any of its subsidiaries of the material provisions of such
agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of
any governmental agency or court, domestic or foreign, having jurisdiction over the Company, its subsidiaries or any of their assets or
businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws
and regulations.


 






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(uu) Title to Properties.
Except as set forth in the Registration Statement and the Prospectus, the Company and each of its subsidiaries have good and marketable
title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the
business of the Company, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly
or in the aggregate, 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 or any of its subsidiaries; and all of the leases and subleases material to the business of the Company, and under
which the Company or any of its subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force
and effect, and neither the Company nor any of its subsidiaries has received any notice of any material claim of any sort that has been
asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above,
or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased
premises under any such lease or sublease, which would result in a Material Adverse Change.


 


(vv) No Unlawful Contributions
or Other Payments. No payments or inducements have been made or given, directly or indirectly, to any federal or local official or
candidate for, any federal or state office in the United States or foreign offices by the Company, any of its subsidiaries or any of their
officers or directors, or, to the knowledge of the Company, by any of its employees or agents or any other person in connection with any
opportunity, contract, permit, certificate, consent, order, approval, waiver or other authorization relating to the business of the Company
or any of its subsidiaries, except for such payments or inducements as were lawful under applicable laws, rules and regulations. Neither
the Company, any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated
with or acting on behalf of the Company or any of its subsidiaries, (i) has used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any government
official or employee from corporate funds; or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful
payment in connection with the business of the Company.


 


(ww) Foreign Corrupt Practices
Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or other person acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly,
that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (collectively, the “FCPA”), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of
any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official”
(as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office,
in contravention of the FCPA. The Company and its subsidiaries have conducted their respective businesses in compliance with the FCPA
and have instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith.


 






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(xx) Money Laundering Laws.
The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of
all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with
respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(yy) OFAC. None of the
Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting
on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds
of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person
or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


(zz) Exchange Listing.
The Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange under
the trading symbol “ZCMD”. Except as disclosed in the Registration Statement and the Prospectus, there is no action pending
by the Company or, to the Company’s knowledge, the Exchange to delist the Class A Ordinary Shares from the Exchange, nor has the
Company received any notification that the Exchange is contemplating terminating such listing. The Company has no intention to delist
the Class A Ordinary Shares from the Exchange or to deregister the Class A Ordinary Shares under the Exchange Act, in either case, at
any time during the period commencing on the date of this Agreement through and including the 90th calendar day after the termination
of this Agreement. The Placement Shares have been approved for listing on the Exchange. The issuance and sale of the Placement Shares
under this Agreement does not contravene the rules and regulations of the Exchange.


 


(aaa) Margin Rules. The
Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve
System (the “Federal Reserve Board”), and none of the proceeds from the issuance, sale and delivery of the Placement
Shares as contemplated by this Agreement and as described in the Registration Statement and the Prospectus will be used, directly or indirectly,
for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any margin security or for any other purpose which might cause any of the Class A Ordinary Shares to be
considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.


 


(bbb) Underwriter Agreements.
The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity
transaction.


 


(ccc) Board of Directors.
The qualifications of the persons serving as board members of the Company and the overall composition of the Company’s Board of
Directors comply with the applicable requirements of the Exchange Act and the Sarbanes-Oxley Act and the listing rules of the Exchange
applicable to the Company. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit
committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at
least a majority of the persons serving on the Board of Directors of the Company qualify as “independent,” as defined under
the listing rules of the Exchange.


 


(ddd) No Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or 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 the offer and sale of the Placement
Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration
of any such securities under the Securities Act.


 






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(eee) No Material Defaults.
Neither the Company nor any of its subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on
one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Change. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual
Report on Form 20-F, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred shares or (ii) has
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Change.


 


(fff) Intentionally Reserved.



 


(ggg) Books and Records.
The minute books of the Company and each of its subsidiaries have been made available to the Sales Agent and counsel for the Sales Agent,
and such books (i) contain a substantially complete summary of all meetings and material actions of the board of directors (including
each board committee) and shareholders of the Company (or analogous governing bodies and interest holders, as applicable) and each of
its subsidiaries since the time of its respective incorporation or organization through the date of the latest meeting and action, and
(ii) accurately in all material respects reflect all transactions referred to in such minutes.


 


(hhh) Continued Business.
No supplier, customer, distributor or sales agent of the Company or any subsidiary has notified the Company or any subsidiary that it
intends to discontinue or decrease the rate of business done with the Company or any subsidiary, except where such discontinuation or
decrease has not resulted in and could not reasonably be expected to result in a Material Adverse Change.


 


(iii) Regulations. The
disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state, local and all foreign regulation
on the Company’s business in the past and as currently contemplated are correct in all material respects and no other such regulations
are required to be disclosed in the Registration Statement and the Prospectus which are not so disclosed.


 


(jjj) Confidentiality and
Non-Competitions. To the Company’s knowledge, no director, officer, key employee or consultant of the Company or any of its
subsidiaries is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer
or prior employer that could reasonably be expected to materially affect his or her ability to be and act in his or her respective capacity
for the Company or to result in a Material Adverse Change.


 


(kkk) Dividend Restrictions.
Except as described in the Registration Statement and the Prospectus, no subsidiary of the Company
is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with
respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts
that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property
or assets to the Company or to any other subsidiary.


 


(lll) No Relationships.
No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, shareholders,
customers or suppliers of the Company, on the other hand, that is required to be described in the Registration Statement and the Prospectus
which is not so described.


 


(mmm)
PRC Overseas Investment and Listing Regulations. The Company has taken, or is in the process of taking, all reasonable steps to
comply with, and to ensure compliance by each of its shareholders, option holders, directors, officers and employees that is, or is directly
or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government
agencies (including but not limited to the Ministry of Commerce, the National Development and Reform Commission, the China Securities
Regulatory Commission (the “CSRC”) and the State Administration of Foreign Exchange (the “SAFE”))
relating to overseas investment by PRC residents and citizens or the repatriation of the proceeds from overseas offering and listing by
offshore special purpose vehicles controlled directly or indirectly by PRC companies and individuals (the “PRC Overseas Investment
and Listing Regulations”), including, without limitation, requesting each shareholder, option holder, director, officer,
employee and participant that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration
and other procedures required under applicable PRC Overseas Investment and Listing Regulations, as applicable.


 






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(nnn)
PRC Mergers and Acquisitions Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and
Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation
rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by
the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the State Tax Administration,
the State Administration of Industry and Commerce, the CSRC and the SAFE on August 8, 2006, as amended thereafter, including the relevant
provisions thereof which purport to require offshore special purpose entities formed for listing purposes and controlled directly or indirectly
by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas
stock exchange. Except as disclosed in the Registration Statement and the Prospectus, the issuance and sale of the Class A Ordinary Shares,
the listing and trading of the Class A Ordinary Shares on the Exchange and the consummation of the transactions contemplated by this Agreement
are not and will not be, as of the date hereof or at any Settlement Date, adversely affected by the PRC Mergers and Acquisitions Rules
and do not require the prior approval of the CSRC.


 


Any certificate signed by an officer of the Company
and delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed to
be a representation and warranty by the Company to the Sales Agent as to the matters set forth therein.


 


The Company acknowledges that the Sales Agent
and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Sales
Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.


  


7. Covenants of the Company.
The Company covenants and agrees with the Sales Agent that:


 


(a) Registration Statement
Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required
to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant
to Rule 153 or Rule 172 under the Securities Act), (i) the Company will notify the Sales Agent promptly of the time when any subsequent
amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has
become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment
or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the
Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus
that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement
Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve
the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties
made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect
to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii)
the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by
reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted
to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided,
however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability
hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement,
and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain
such consent shall be to cease making sales under this Agreement); (iv) the Company will furnish to the Sales Agent at the time of filing
thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus,
except for those documents available via EDGAR; and (v) the Company will cause each amendment or supplement to the Prospectus, other than
documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of
the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any documents incorporated by reference,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.


 






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(b) Notice of Commission
Stop Orders. The Company will advise the Sales Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice objecting to, or other order
preventing or suspending the use of, the Prospectus, of the suspension of the qualification of the Placement Shares for offering or sale
in any jurisdiction, or of the initiation of any proceeding for any such purpose or any examination pursuant to Section 8(e) of the Securities
Act, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the
Placement Shares; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such a stop order should be issued. Until such time as any stop order is lifted, the Sales Agent shall cease making
offers and sales under this Agreement.


 


(c) Delivery of Prospectus;
Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to be delivered by the Sales
Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement
may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will comply with all requirements imposed upon
it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive
proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or
any other provision of or under the Exchange Act. If during such period any event occurs as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement
the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Sales Agent to suspend
the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus
(at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however,
that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests
of the Company to do so.


 


(d) Listing of Placement
Shares. During any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Sales Agent
under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may
be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause
the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such jurisdictions
as the Sales Agent reasonably designates and to continue such qualifications in effect so long as required for the distribution of the
Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign
corporation or dealer in securities or file a general consent to service of process in any jurisdiction.


 


(e) Delivery of Registration
Statement and Prospectus. The Company will furnish to the Sales Agent and its counsel (at the expense of the Company) copies of the
Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements
to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the
Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission during such period
that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as the
Sales Agent may from time to time reasonably request and, at the Sales Agent’s request, will also furnish copies of the Prospectus
to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall
not be required to furnish any document (other than the Prospectus) to the Sales Agent to the extent such document is available on EDGAR.


 


(f) Earnings Statement.
The Company will make generally available to its security holders as soon as practicable, but in any event not later than four months
after the end of the Company’s current fiscal year, an earnings statement of the Company and its subsidiaries (which need not be
audited) covering a 12-month period that complies with Section 11(a) and Rule 158 of the Securities Act. The terms “earnings statement”
and “make generally available to its security holders” shall have the meanings set forth in Rule 158 under the Securities
Act.


 






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(g) Expenses. The Company,
whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated in accordance with the provisions
of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including,
but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration Statement and each amendment and
supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii) the preparation, issuance and delivery of the
Placement Shares, including any shares or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery
of the Placement Shares to the Sales Agent, (iii) the fees and disbursements of the counsel, accountants and other advisors to the Company
in connection with the transactions contemplated by this Agreement; (iv) the qualification of the Placement Shares under securities laws
in accordance with the provisions of Section 7(d) of this Agreement, including filing fees (provided, however, that
any fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth
in (ix) below), (v) the printing and delivery to the Sales Agent of copies of the Prospectus and any amendments or supplements thereto,
and of this Agreement, (vi) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for
trading on the Exchange, (vii) the fees and expenses of the transfer agent or registrar for the Ordinary Shares; (viii) filing fees and
expenses, if any, of the Commission and the FINRA Corporate Financing Department (provided, however, that any fees or disbursements
of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth in (ix) below) and (ix) the
Company shall reimburse the Sales Agent for its out-of-pocket expenses (including but not limited to the reasonable and documented fees
and expenses of counsel to the Sales Agent) (A) in an amount not to exceed $50,000 plus counsel’s out-of-pocket expenses, if any,
prior to the execution of this Agreement and (B)(1) in reasonable amounts to be mutually agreed upon by the Company and the Sales Agent
from time to time after the date of this Agreement for each Representation Date with respect to which the Company is obligated to deliver
a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), provided with respect
to this clause (B) the Sales Agent has reasonably incurred such fees and expenses of its counsel in connection with any “bring-down”
due diligence investigation of the Company in connection with such Representation Date and (2) the Company’s reimbursement obligation
shall not exceed $7,500 per “bring-down” due diligence investigation.


 


(h) Use of Proceeds.
The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”


 


(i) Notice of Other Sales.
The Company (I) shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells,
grants any option to sell or otherwise disposes of any Class A Ordinary Shares (other than Placement Shares offered pursuant to the provisions
of this Agreement) or securities convertible into or exchangeable for Class A Ordinary Shares, or warrants or any rights to purchase or
acquire Class A Ordinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on
which any Placement Notice is delivered to the Sales Agent hereunder and ending on the fifth (5th) Trading Day immediately
following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice
has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading
Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market”
or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Class A Ordinary
Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Class A
Ordinary Shares, warrants or any rights to purchase or acquire, Class A Ordinary Shares prior to the termination of this Agreement; provided,
however, that such notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s
issuance or sale of (i) Class A Ordinary Shares, options to purchase Class A Ordinary Shares, other equity awards or Class A Ordinary
Shares issuable upon the exercise of options or other equity awards, pursuant to any employee or director share option or benefits plan,
share ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) Class A Ordinary
Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or
outstanding, and disclosed in filings by the Company available on EDGAR and (iii) Class A Ordinary Shares or securities convertible into
or exchangeable for Class A Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of assets or other business combinations
or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the
foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of
equity and/or other securities (including debt securities) in one or more transactions.


 






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(j) Change of Circumstances.
The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares,
advise the Sales Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would
alter or affect in any material respect any opinion, certificate, letter or other document provided to the Sales Agent pursuant to this
Agreement.


 


(k) Due Diligence Cooperation.
The Company will cooperate with any reasonable due diligence review conducted by the Sales Agent or its agents in connection with the
transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate
officers, during regular business hours and at the Company’s principal offices, as the Sales Agent may reasonably request.


 


(l) Required Filings Relating
to Placement of Placement Shares. The Company shall set forth in each Annual Report on Form 20-F or Report on Form 6-K filed or furnished
by the Company with the Commission in respect of any period in which sales of Placement Shares were made by or through the Sales Agent
under this Agreement, with regard to the relevant period, the amount of Placement Shares sold to or through the Sales Agent, the Net Proceeds
to the Company and the compensation payable by the Company to the Sales Agent with respect to such sales of Placement Shares. To the extent
that the filing of a prospectus supplement with the Commission with respect to any sales of Placement Shares becomes required under Rule
424(b) under the Securities Act, the Company agrees that, on or before such dates as the Securities Act shall require, the Company will
(i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act, which prospectus
supplement will set forth, with regard to the relevant period, the amount of Placement Shares sold to or through the Sales Agent, the
Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to such Placement Shares, and
(ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as
may be required by the rules or regulations of such exchange or market. The Company shall afford the Sales Agent and its counsel with
a reasonable opportunity to review and comment upon, shall consult with the Sales Agent and its counsel on the form and substance of,
and shall give due consideration to all such comments from the Sales Agent or its counsel on, any such filing prior to the issuance, filing
or public disclosure thereof; provided, however, that the Company shall not be required to submit for review (A) any portion of any periodic
reports filed with the Commission under the Exchange Act other than the specific disclosure relating to any sales of Placement Shares
and (B) any disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided
the same disclosure for review in connection with a previous filing.


 


(m) Representation Dates;
Certificate. On or prior to the date the first Placement Notice is given hereunder and each time the Company (i) files the Prospectus
relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares
(other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment
that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement
but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement
Shares; (ii) files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information
or a material amendment to the previously filed Form 20-F); (iii) files a Form 6-K under the Exchange Act containing financial information
that is incorporated by reference into the Registration Statement and the Prospectus; or (iv) files or furnishes a report on Form 6-K
containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of
the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish
the Sales Agent within three (3) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit
7(m). The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring
at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers
a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation
Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual
report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation
Date when the Company relied on such waiver and did not provide the Sales Agent with a certificate under this Section 7(m), then
before the Company delivers the Placement Notice or the Sales Agent sells any Placement Shares, the Company shall provide the Sales Agent
with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.


 






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(n) Legal Opinions. On
or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the
written opinion and negative assurance of Hunter Taubman Fischer and Li LLC, as counsel to the Company, or other counsel reasonably satisfactory
to the Sales Agent (“SEC Counsel”), (ii) the written opinion of Ogier, as Cayman Islands counsel to the Company,
or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), and (iii) the written opinion
of Zong Heng Law Firm, as PRC counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“PRC Counsel”),
in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading
Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m)
for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause
to be furnished to the Sales Agent the written opinions and negative assurance of SEC Counsel and the written opinions of Cayman Counsel
substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration
Statement and the Prospectus as then amended or supplemented; provided, however, that if SEC Counsel has previously furnished
to the Sales Agent such written opinions and negative assurance of such counsel, and if Cayman Counsel has previously furnished to the
Sales Agent such written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the
Sales Agent, then SEC Counsel and Cayman Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter
signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel
(as applicable) to the effect that the Sales Agent may rely on the prior opinions and negative assurance of such counsel (as applicable)
delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements
in such prior opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented to the date of such Reliance Letter).


 


(o) Comfort Letter. On
or prior to the date the first Placement Notice is given hereunder and within three (3) Trading Days after each subsequent Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable
pursuant to Section 7(m), other than a Representation Date under Section 7(m)(iii) or Section 7(m)(iv) unless
with respect to a Representation Date under Section 7(m)(iv) the Sales Agent reasonably requests delivery thereof, the Company
shall cause its independent accountants (or its prior independent accountants to the extent such independent accountants have audited
any of the financial statements in the Prospectus) to furnish the Sales Agent letters (the “Comfort Letters”),
dated the date that the Comfort Letter is delivered, in form and substance satisfactory to the Sales Agent, (i) confirming that they are
an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules and regulations
of the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation
S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants’ “comfort letters” to the Sales Agent in connection with registered
public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort
Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as
necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.


 


(p) CFO Certification.
On or prior to the date the first Placement Notice is given hereunder and within three (3) Trading Days after each subsequent Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable
pursuant to Section 7(m), the Company shall furnish the Sales Agent with certificates, signed on behalf of the Company by
its Chief Financial Officer (each, a “CFO Certificate”), dated the date that the CFO Certificate is delivered,
in form and substance satisfactory to the Sales Agent and its counsel, certifying as to such financial and statistical information, forward-looking
statements and other matters as the Sales Agent may reasonably request.


 


(q) Market Activities.
The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably
be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Class A Ordinary Shares or (ii) sell, bid for, or purchase Class A Ordinary Shares in violation of Regulation M, or pay anyone
any compensation for soliciting purchases of the Placement Shares other than the Sales Agent.


 






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(r) Insurance. The Company
and its subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as is reasonable and
customary for the business in which it is engaged.


 


(s) Investment Company Act.
The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries or, after giving
effect to the offering and sale of the Placement Shares and the application of proceeds therefrom as described in the Prospectus, will
be, an “investment company” within the meaning of such term under the Investment Company Act.


 


(t) Securities Act and Exchange
Act. The Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange
Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as
contemplated by the provisions hereof and the Prospectus.


 


(u) No Offer to Sell.
Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Sales Agent in its capacity
as principal or agent hereunder, neither the Sales Agent nor the Company (including its agents and representatives, other than the Sales
Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405
under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to
buy Placement Shares hereunder.


 


(v) Sarbanes-Oxley Act.
The Company and its subsidiaries will use their reasonable best efforts to comply with all effective applicable provisions of the Sarbanes-Oxley
Act.


 


(w) Transfer Agent. The
Company shall maintain, at its sole expense, a registrar and transfer agent for the Class A Ordinary Shares.


 


(x) Sales Agent’s Own
Account. The Company consents to the Sales Agent trading in the Class A Ordinary Shares for the Sales Agent’s own account
and for the account of its clients at the same time as sales of Class A Ordinary Shares occur pursuant to this Agreement.


  


8. Conditions to the Sales
Agent’s Obligations. The obligations of the Sales Agent hereunder with respect to a Placement will be subject to the continuing
accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its
obligations hereunder, to the completion by the Sales Agent of a due diligence review satisfactory to the Sales Agent in its reasonable
judgment, and to the continuing satisfaction (or waiver by the Sales Agent in its sole discretion) of the following additional conditions:


 


(a) Registration Statement
Effective. The Registration Statement shall be effective and shall be available for the sale of all Placement Shares contemplated
to be issued by any Placement Notice which have not yet been issued and sold pursuant to such Registration Statement.


 


(b) Securities Act Filings
Made. The Company shall have filed with the Commission the ATM Prospectus pursuant to Rule 424(b) under the Securities Act not later
than the Commission’s close of business on the second Business Day following the date of this Agreement. All other filings with
the Commission required by Rule 424(b) or Rule 433 under the Securities Act to have been filed prior to the issuance of any Placement
Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424(b) (without reliance on
Rule 424(b)(8) of the Securities Act) or Rule 433, as applicable.


 


(c) No Material Notices.
None of the following events shall have occurred and be continuing: (i) receipt by the Company or any of its subsidiaries of any request
for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of
any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for
sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes
any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related
Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially 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
and, that in the case of the Prospectus, it will not contain any materially 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, in the light of the circumstances under which they were
made, not misleading.


 






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(d) No Misstatement or Material
Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact
that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements
therein not misleading.


 


(e) Material Changes.
Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have
been any material adverse change in the authorized Class A Ordinary Shares of the Company or any Material Adverse Change or any development
that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to
any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any
rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed
securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment
of the Sales Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it
impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated by this
Agreement and the Prospectus.


 


(f) Representation Certificate.
The Sales Agent shall have received the certificate required to be delivered pursuant to Section 7(m) on or before the date on
which delivery of such certificate is required pursuant to Section 7(m).


 


(g) Legal Opinion. The
Sales Agent shall have received the opinion and negative assurances of SEC Counsel and the opinion of Cayman Counsel, PRC Counsel, and
Winston & Strawn LLP required to be delivered pursuant Section 7(n) on or before the date on which such delivery of such opinions
and negative assurances is required pursuant to Section 7(n).


 


(h) Comfort Letter. The
Sales Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(o) on or before the date on which
such delivery of such Comfort Letter is required pursuant to Section 7(o).


 


(i) CFO Certificate.
The Sales Agent shall have received the CFO Certificate required to be delivered pursuant to Section 7(p) on or before the date
on which delivery of such CFO Certificate is required pursuant to Section 7(p).


 


(j) Secretary’s Certificate.
On or prior to the date the first Placement Notice is given hereunder, the Sales Agent shall have received a certificate, signed on behalf
of the Company by its corporate Secretary, certifying as to (i) the memorandum and articles of association of the Company (as the same
may be amended or restated from time to time), (ii) the resolutions of the Board of Directors of the Company (or a committee thereof)
authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iii) the incumbency
of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.


 






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(k) No Suspension. Trading
in the Class A Ordinary Shares shall not have been suspended on the Exchange and the Class A Ordinary Shares shall not have been delisted
from the Exchange.


 


(l) Other Materials.
On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company shall have furnished
to the Sales Agent such appropriate further opinions, certificates, letters and documents as the Sales Agent may have reasonably requested.
All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof. The Company will
furnish the Sales Agent with such conformed copies of such opinions, certificates, letters and other documents as the Sales Agent shall
have reasonably requested.


 


(m) Approval for Listing.
The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice of issuance, or (ii) the
Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuance of any Placement
Notice.


 


(n) No Termination Event.
There shall not have occurred any event that would permit the Sales Agent to terminate this Agreement pursuant to Section 11(a).


 


(o) FINRA. The Sales
Agent shall have received a letter from the Corporate Financing Department of FINRA confirming that such department has determined to
raise no objection with respect to the fairness or reasonableness of the terms and arrangements related to the sale of the Placement Shares
pursuant to this Agreement.


 


9. Indemnification and
Contribution.


 


(a) Company Indemnification.
The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, employees and agents of the Sales Agent, each
Sales Agent Affiliate, and the directors, officers, employees and agents of each Sales Agent Affiliate, if any, from and against any and
all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and
other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any
action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any
third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject
under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar
as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement
thereto or in any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based
on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Class A Ordinary Shares
under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material
fact required to be stated in it or necessary to make the statements in it not misleading or (z) any breach or alleged breach by any of
the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided,
however, that this indemnity agreement shall not apply to the extent that a court of competent jurisdiction has made a finding, not
subject to appeal or modification, that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant
to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written
information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described
in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise
have.


 






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(b) The Sales Agent Indemnification.
The Sales Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration
Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”)
from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable
investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section
9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified
party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become
subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise,
insofar as a court of competent jurisdiction has made a finding, not subject to appeal or modification, that such losses, claims, liabilities,
expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or (y) the omission or alleged
omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading;
provided, however, that this indemnity agreement shall apply only to the extent that such loss, claim, liability, expense
or damage is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information
relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause
(x) of this Section 9(b).


 


(c) Procedure. Any party
that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section
9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission
so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified
party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing
provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights
or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party
of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written
notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly
with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the
indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying
party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have
the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense
of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying
party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it
or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential
conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which
case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the
indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice
of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more
than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees,
disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will
not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall,
without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending
or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified
party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from
all liability arising or that may arise out of such claim, action or proceeding.


 






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(d) Contribution. In
order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the
Sales Agent, the Company and the Sales Agent will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Sales
Agent, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration
Statement and directors of the Company, who also may be liable for contribution) to which the Company and the Sales Agent may be subject
in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Sales Agent
on the other. The relative benefits received by the Company on the one hand and the Sales Agent on the other hand shall be deemed to be
in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company
bear to the total compensation received by the Sales Agent from the sale of Placement Shares on behalf of the Company. If, but only if,
the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in
such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative
fault of the Company, on the one hand, and the Sales Agent, on the other, with respect to the statements or omission that resulted in
such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with
respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or
the Sales Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this
Section 9(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability,
expense, or damage, or action in respect thereof, referred to above in this Section 9(d) shall be deemed to include, for the
purpose of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim to the extent consistent with Section 9(c) hereof. Notwithstanding the foregoing provisions
of this Section 9(d), the Sales Agent shall not be required to contribute any amount in excess of the commissions received by it
under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section
9(d), any person who controls a party to this Agreement within the meaning of the Securities Act will have the same rights to contribution
as that party (and any officers, directors, employees or agents of the Sales Agent and each broker dealer affiliate of the Sales Agent
will have the same rights to contribution as the Sales Agent), and each officer of the Company who signed the Registration Statement and
each director of the Company will have the same rights to contribution as the Company, subject in each case to the provisions hereof.
Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which
a claim for contribution may be made under this Section 9(d), will notify any such party or parties from whom contribution may
be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation
it or they may have under this Section 9(d) except to the extent that the failure to so notify such other party materially prejudiced
the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the
last sentence of Section 9(c) hereof, no party will be liable for contribution with respect to any action or claim settled without
its written consent if such consent is required pursuant to Section 9(c) hereof.


 


10. Representations and
Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 of this Agreement and all
representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective
dates, regardless of (i) any investigation made by or on behalf of the Sales Agent, any controlling person of the Sales Agent, or the
Company (or any of their respective officers, directors, members or controlling persons), (ii) delivery and acceptance of the Placement
Shares and payment therefor or (iii) any termination of this Agreement.


 


11. Termination.


 


(a) The Sales Agent shall have
the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any Material Adverse Change, or any
development that could reasonably be expected to result in a Material Adverse Change has occurred that, in the reasonable judgment of
the Sales Agent, may materially impair the ability of the Sales Agent to sell the Placement Shares hereunder, (ii) the Company shall have
failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however, in the
case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under
Sections 7(m), 7(n), 7(o), 7(p) or 7(q), the Sales Agent’s right to terminate shall not arise
unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required,
(iii) any other condition of the Sales Agent’s obligations hereunder is not fulfilled, or (iv) any suspension or limitation of trading
in the Placement Shares or in securities generally on the Exchange shall have occurred (including automatic halt in trading pursuant to
market-decline triggers, other than those in which solely program trading is temporarily halted), or a major disruption of securities
settlements or clearing services in the United States shall have occurred, or minimum prices for trading have been fixed on the Exchange.
Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g) (Expenses),
Section 9 (Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section
11(f), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury Trial) hereof shall remain
in full force and effect notwithstanding such termination. If the Sales Agent elects to terminate this Agreement as provided in this Section
11(a), the Sales Agent shall provide the required notice as specified in Section 12 (Notices).


 






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(b) The Company shall have the
right, by giving ten (10) days’ notice as hereinafter specified in Section 12, to terminate this Agreement in its sole discretion
at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that
the provisions of Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17
hereof shall remain in full force and effect notwithstanding such termination.


 


(c) Intentionally Left Blank


 


(d) Unless earlier terminated
pursuant to this Section 11, this Agreement shall automatically terminate upon the earlier to occur of (i) issuance and sale of
all of the Placement Shares to or through the Sales Agent on the terms and subject to the conditions set forth herein and (ii) the expiration
of the Registration Statement on the third (3rd) anniversary of the initial effective date of the Registration Statement pursuant
to Rule 415(a)(5) under the Securities Act; provided that the provisions of Section 7(g), Section 9, Section 10,
Section 11(f), Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.


 


(e) This Agreement shall remain
in full force and effect unless terminated pursuant to Sections 11(a), (b), (c) or (d) above or otherwise
by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases
be deemed to provide that Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section
17 shall remain in full force and effect.


 


(f) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination
shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as the case
may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such termination shall not become
effective until the close of business on such Settlement Date and such Placement Shares shall settle in accordance with the provisions
of this Agreement.


 


12. Notices. All notices
or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall
be in writing, unless otherwise specified, and if sent to the Sales Agent, shall be delivered to:


 


US Tiger Securities, Inc.


437 Madison Avenue, 27th Floor,


New York, NY 10022


Attention: Tony Tian, Managing Director


Email: tony.tian@ustigersecurities.com


 


with a copy (which shall not constitute notice)
to:


 


Winston & Strawn LLP


800 Capitol Street


Suite 2400


Houston, Texas 77002


Attn: Michael Blankenship


Email: mblankenship@winston.com


 


and if to the Company, shall be delivered to:


 


Zhongchao Inc.


Nanxi Creative Center, Suite 218


841 Yan’an Middle Road


Jing’An District, Shanghai, China 200040


Attention: Weiguang Yang

Email: yangweiguang@mdmooc.org


 


with a copy (which shall not constitute notice)
to:


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800


New York, NY 10022


Attention: Arila Zhou


Email: azhou@htflawyers.com


 






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Each party may change such
address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each such notice
or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to
follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business
Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually
received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this
Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York
are open for business. 


 


An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 12 if sent to the electronic
mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending
Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant to auto-reply). Any party receiving Electronic
Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)
which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.


 


13. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agent and their respective successors and permitted
assigns and, as to Sections 5(b) and 9, the other indemnified parties specified therein. References to any of the parties
contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party; provided, however, that the Sales Agent may assign its rights and
obligations hereunder to an affiliate of the Sales Agent without obtaining the Company’s consent and notify the Company of such
assignment within.


 


14. Adjustments for Share
Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into
account any share split, share dividend or similar event effected with respect to the Class A Ordinary Shares.


 


15. Entire Agreement; Amendment;
Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) and
any other writing entered into by the parties relating to this Agreement constitutes the entire agreement and supersedes all other prior
and contemporaneous agreements and undertakings, both written and oral, among the parties hereto. Neither this Agreement nor any term
hereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agent. In the event that any one or
more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as
written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent
that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal
or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder
of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.


 






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16. Applicable Law; Consent
to Jurisdiction.


 


(a) This Agreement shall be
governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the principles of conflicts
of laws. Each party hereby irrevocably submits to the non-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 in connection with any transaction contemplated hereby,
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 (certified or registered mail, return receipt requested) to such
party at the address in effect for 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.


 


(b) The Sales Agent and the
Company agree that any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby
may be instituted in any federal or New York State court located in the City and County of New York (a “New York Court”),
and waive any objection which they may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submit to
the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company hereby irrevocably designates and appoints
Puglisi & Associates (the “Process Agent”) as its authorized agent upon whom process may be served in any claim
brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall
become effective immediately without any further action on the part of the Company. The Company represents to the Sales Agent that it
has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby
irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the
Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall
be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right of the
Sales Agent, its partners, directors, officers and members, any person who controls the Sales Agent within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities
Act) of the Sales Agent, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted
by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.


 


17. Waiver of Jury Trial.
The Company and the Sales Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based
upon or arising out of this Agreement or any transaction contemplated hereby.


 


18. Absence of Fiduciary
Relationship. The Company acknowledges and agrees that:


 


(a) the Sales Agent is acting
solely as agent in connection with the sale of the Placement Shares contemplated by this Agreement and the process leading to such transactions,
and no fiduciary or advisory relationship between the Company or any of its respective affiliates, shareholders (or other equity holders),
creditors or employees or any other party, on the one hand, and the Sales Agent, on the other hand, has been or will be created in respect
of any of the transactions contemplated by this Agreement, irrespective of whether the Sales Agent has advised or is advising the Company
on other matters, and the Sales Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement,
except the obligations expressly set forth in this Agreement;


 


(b) the Company is capable of
evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;


 






    29


     


    

 


(c) the Sales Agent has not
provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, and the Company
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;


 


(d) the Company has been advised
and is aware that the Sales Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Company and that the Sales Agent has no obligation to disclose such interests and transactions to the Company by virtue
of any fiduciary, advisory or agency relationship; and


 


(e) the Company waives, to the
fullest extent permitted by law, any claims it may have against the Sales Agent, for breach of fiduciary duty or alleged breach of fiduciary
duty and agrees that the Sales Agent shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company
in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including
shareholders, partners, employees or creditors of the Company.


 


19. Use of Information.
The Sales Agent may not provide any information gained in connection with this Agreement and the transactions contemplated by this Agreement,
including due diligence, to any third party other than its legal counsel advising it on this Agreement unless expressly approved by the
Company in writing.


 


20. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission.


 


21. Effect of Headings;
Knowledge of the Company. The section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.
All references in this Agreement to the “knowledge of the Company” or the “Company’s knowledge” or similar
qualifiers shall mean the actual knowledge of the directors and officers of the Company, after due inquiry.


 


22. Definitions. As
used in this Agreement, the following term has the meaning set forth below:


 


(a) “Applicable Time”
means the date of this Agreement, each Representation Date, each date on which a Placement Notice is given, each Point of Sale, and each
Settlement Date.


 


[Remainder of Page Intentionally Blank]


 




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If the foregoing correctly sets forth the understanding
between the Company and the Sales Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between the Company and the Sales Agent.


 


	 	Very truly yours,
	 	 
	 	Zhongchao Inc.
	 	 	 
	 	By:	        
	 	Name:	Weiguang Yang
	 	Title:	CEO
	 	 	 
	 	ACCEPTED as of the date first-above written:
	 	 
	 	US Tiger Securities, Inc.
	 	 	 
	 	By:	 
	 	Name:	Tony Tian
	 	Title:	Managing Director


 




    31


     


    

 


SCHEDULE 1


 


Form of Placement Notice


 


	 	From:	Zhongchao Inc.
	 	 	 
	 	To:	US Tiger Securities, Inc. Attention: [●]
	 	 	 
	 	Subject:	Placement Notice
	 	 	 
	 	Date:	_______________, 202__


  


Ladies and Gentlemen:


 


Pursuant to the terms and
subject to the conditions contained in the Sales Agreement (the “Sales Agreement”) between Zhongchao Inc., a
Cayman Islands company (the “Company”), and US Tiger Securities, Inc. (the “Sales Agent”),
dated December 17, 2021, the Company hereby requests that the Sales Agent sell up to _______ of the Company’s Class A Ordinary Shares,
par value $0.0001 per share (the “Placement Shares”), at a minimum market price of $________ per share, during
the time period beginning [month, day, time] and ending [month, day, time] [and with no more than ___________ Placement Shares sold in
any one Trading Day].


 


[The Company may include such
other sale parameters as it deems appropriate.]


 


Capitalized terms used and
not defined herein shall have the respective meanings assigned to them in the Sales Agreement.


  




    32


     


    

 


SCHEDULE 2


 


Notice Parties


 


Zhongchao Inc.


 


Attention: Mr. Weiguang Yang


841 Yan An Middle Road, Jing An District


Nanxi Creative Center, Suite 218


Shanghai, China


 


With a copy to


Hunter Taubman Fischer & Li LLC


Attention: Arila Zhou, Esq.


800 Third Avenue, Suite 2800


New York, NY


10022 


 


US Tiger Securities, Inc.


 


Attention: Tony Tian


437 Madison Avenue, 27th Floor


New York, NY


10022


 


With a copy to


Winston & Strawn LLP


Attention: Mike Blankenship


800 Capitol St., Suite 2400


Houston, TX


77002


  




    33


     


    

 


SCHEDULE 3


 


Compensation


 


The Company shall pay to the Sales Agent in cash,
upon each sale of Placement Shares through the Sales Agent pursuant to this Agreement, an amount which is calculated according to the
tiered fee schedule below:


 


	Aggregate Sales Price Received by the Sales
    Agent of the Placement Shares Sold pursuant to the Sales Agreement (before expenses) (the “Gross Sales
    Price”)	 	Tiered Rate

 (%)	 
	Less than or equals to USD $2 million	 	 	3.0	%
	From USD $2 million to $5 million	 	 	2.5	%
	From USD $5 million to $10 million	 	 	2.0	%
	From USD $10 million to $15 million	 	 	1.5	%
	USD $15 million or more	 	 	1.0	%



 


Calculation example: if the
Gross Sales Price is USD $20 million, the corresponding compensation for the sales of the Shares payable to USTS will be $360,000, see
below:


 


	Gross Sales Price	 	Tiered Rate
 (%)	 	 	Calculation Example:
 Assuming the Gross
 Sales Price is USD $20 
 million, Compensation 
 Payable to USTS	 
	Less than or equals to USD $2 million	 	 	3.0	%	 	$	60,000	 
	From USD $2 million to $5 million	 	 	2.5	%	 	$	75,000	 
	From USD $5 million to $10 million	 	 	2.0	%	 	$	100,000	 
	From USD $10 million to $15 million	 	 	1.5	%	 	$	75,000	 
	From USD $15 million to $20 million	 	 	1.0	%	 	$	50,000	 
	-	 	 	-	 	 	 	Total: $360,000	 





  




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Exhibit 7(m); Exhibit 8(f)


 


OFFICER CERTIFICATE


 


The undersigned, the duly
qualified and appointed Chief Executive Officer of Zhongchao Inc., a Cayman Islands company (the “Company”),
does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement, dated December
17, 2021 (the “Sales Agreement”), between the Company and US Tiger Securities, Inc., that:


 


(i) the representations and warranties of the Company in Section
6 of the Sales Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained
therein relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and
effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific
date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any
qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof
with the same force and effect as if expressly made on and as of the date hereof except for those representations and warranties that
speak solely as of a specific date and which were true and correct as of such date; and;


 


(ii) the Company has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof;


 


(iii) as of the date hereof, (i) the Registration Statement
does not 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 not misleading, (ii) the Prospectus does not 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 light of the circumstances
under which they were made, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement
the Registration Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses (i) and (ii)
above, respectively, to be true and correct;


 


(iv) there has been no Material Adverse Change since the date
as of which information is given in the Prospectus, as amended or supplemented;


 


(v) the Company will not be in possession of any material non-public
information at the time of delivery of any Placement Notice and/or as long as such Placement Notice is effective; and


 


(vi) the aggregate offering price of the Placement Shares that
may be issued and sold pursuant to the Sales Agreement and the maximum number or amount of Placement Shares that may be sold pursuant
to the Sales Agreement have been duly authorized by the Company’s board of directors or a duly authorized committee thereof.


 


Terms used herein and not defined herein have
the meanings ascribed to them in the Sales Agreement.


 


	Dated:	  ____, 2021	By:	 
	 	 	Name:	Weiguang Yang
	 	 	Title:	Chief Executive Officer


 




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Exhibit 8(j)


SECRETARY’S CERTIFICATE


 


This Certificate is furnished
pursuant to Section 8(j) of the Class A Ordinary Shares Sales Agreement, dated December 17, 2021 (the “Agreement”), by and
between Zhongchao Inc. (the “Company”) and US Tiger Securities, Inc. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement. The undersigned, Pei Xu, Chief Financial Officer and Secretary of the
Company, hereby certifies on behalf of the Company in his capacity as an officer of the Company that:


 


		1.	Attached hereto as Exhibit A is a true, correct
and complete copy of the memorandum and articles of association of the Company (as the same may be amended or restated from time to time);



 


		2.	Attached hereto as Exhibit B is a true, correct
and complete copy of the resolution of the Board of Directors of the Company, dated _______, 2021, authorizing the execution, delivery
and performance of the Agreement and the issuance of ordinary shares of the company pursuant to the Agreement. Such resolution has not
in any way been amended, modified, revoked or rescinded, has been in full force and effect, since its adoption to and including the date
hereof and is now in full force and effect; and



 


		3.	Attached hereto as Exhibit C is a true and correct
copy the Incumbency Certificate that attests to the officers duly elected or appointed to and currently occupying the offices of the
Company as set forth therein.



 


	Dated:	 	By:	 
	 	 	Name:	Pei Xu
	 	 	Title:	Chief Financial Officer and Secretary


 




    36


     


    

 


Exhibit 7(p); Exhibit 8(i)


 


CHIEF
FINANCIAL OFFICER’S CERTIFICATE


 


This Chief Financial Officer’s
Certificate (this “Certificate”) is delivered pursuant to Section 7(p) of the Class A Ordinary Shares Sales Agreement,
dated December 17, 2021 (the “Agreement”), by and between Zhongchao Inc. (the “Company”) and US Tiger Securities,
Inc. Capitalized terms used but not defined in this Certificate shall have the respective meanings ascribed to them in the Agreement.


 


Pei Xu, Chief Financial Officer
of the Company, hereby certifies on behalf of the Company, and not in his individual capacity, as follows:


 


		1.	I am the duly qualified and acting Chief Financial Officer of
the Company, and in such capacity I am (a) responsible for the Company’s financial and accounting matters, (b) familiar with the
Company’s operations, accounting records and internal controls, and (c) qualified to certify the information certified herein.
I have reviewed the information included in the Registration Statement and the Prospectus. As of the date of the Prospectus, the time
of the effectiveness of the Registration Statement, and the date hereof, to my knowledge, they did not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under
which they were made, not misleading.



 


		2.	I have reviewed the accuracy and fairness of the presentation
of such information through review of the Company’s accounting records, book-keeping and recording system and through the Company’s
other standard procedures. Any information relating to unaudited interim financial information of the Company has been prepared on a
basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement and
has been extracted and derived from the accounting records of the Company which accounting records have been subject to the Company’s
internal controls and procedures that were used to prepare the audited financial statements of the Company.



 


		3.	I have reviewed the circled information contained in the attached
Exhibit A (the “Circled Information”), which is included or incorporated by reference into the Registration
Statement and the Prospectus. With respect to the Circled Information, I have made such review and inquiries as I have deemed necessary
to confirm the accuracy and completeness of such data. In the course of such reviews and inquiries, nothing has come to my attention
that has caused me to believe that the Circled Information is not accurately derived from the Company’s accounting books, the Company’s
records or from reliable third party sources, or that such Circled Information does not fairly and accurately state the information presented
therein in all material respects.



 


		4.	I acknowledge and agree that: (a) the Sales Agent is entitled
to rely on this certificate in conducting and documenting their due diligence investigation of the Company in connection with the offering
described in the Agreement; and (b) Hunter Taubman Fischer & Li LLC, the U.S. counsel to the Company, and Winston & Strawn LLP,
counsel to the Sales Agent are entitled to rely on this certificate in connection with the opinion letters and disclosure letters those
firms will deliver pursuant to the Agreement. This certificate may not be relied upon for any other purpose or by any other party.



 


Dated:         ,
2021


 


	 	By:	
	 	Name:	Pei Xu
	 	Title:	Chief Financial Officer


 


 


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