Exhibit 10.1


 





AEGIS CAPITAL CORP.


 


August 4, 2022


 


PERSONAL AND CONFIDENTIAL


 


Si Guang Peng, Chief Executive Officer


Meten Holding Group Ltd.


3rd Floor, Tower A


Tagen Knowledge & Innovation Center


2nd Shenyun West Road, Nanshan District


Shenzhen, Guangdong Province 518000


People’s Republic of China


 


		Re:	Registered Direct and Private Placement



 


Dear Mr. Peng:


 


The purpose of this placement
agent agreement (the “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”)
will act as the placement agent on a “best efforts” basis as to (a) securities sold under its shelf registration statement
or other than pursuant to a registration statement in connection with the proposed Placements and (b) any securities sold other than pursuant
to a registration statement in connection with the proposed placement (the “Placements”) by Meten Holding Group
Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of its Ordinary Shares and warrants
(the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placements are
premised. The Company confirms that entry into this Agreement and completion of the Placements with Aegis will not breach or otherwise
violate the Company’s obligations to any other investment bank.


 


The terms of our agreement are as follows:


 


1. Engagement.
The Company hereby engages Aegis, for the period beginning on the date hereof and ending ten (10) business days thereafter or upon the
completion of the Placements, whichever is sooner (the “Engagement Period”), to act as the Company’s exclusive
placement agent and investment banker in connection with the proposed Placements. During the Engagement Period or until the consummation
of the Placements, and as long as Aegis is proceeding in good faith with preparations for the Placements, the Company agrees not to solicit,
negotiate with or enter into any agreement with any other source of financing (whether equity, debt or otherwise), any underwriter, potential
underwriter, placement agent, financial advisor, investment banking firm or any other person or entity in connection with a placement
of the Company’s debt or equity securities or any other financing by the Company.


 


2. The
Placements. The Placements are expected to consist of (a) a public offering of up to $10.0 million of the Company’s Ordinary
Shares and/or pre-funded warrants to purchase Ordinary Shares and (b) a concurrent private placement of the Company’s Ordinary
Shares and/or pre-funded warrants to purchase Ordinary Shares and investor warrants to purchase Ordinary Shares all at an agreed upon
prices with the investors. Aegis will act as placement agent for the Placements subject to, among other matters referred to herein and
additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval
by of the Nasdaq Stock Market (“Exchange”) of the Securities to be issued, and the execution of definitive
transaction agreements between the Company and investors in connection with the Placements (the “Transaction Documents”).
The actual size of the Placements, the precise number of Securities to be offered by the Company and the offering price will be the subject
of continuing negotiations between the Company and investors thereto.


 


810 Seventh Avenue,
18th floor, New York, New York 10019 (212) 813-1010/Fax (212) 813-1047


Member FINRA, SIPC






     


     

    




 


 


3. Underwriting
Compensation. The placement agent fee will be 9.0% for the Placements for Securities sold at closing of such Placements.


 


4. Registration
Statement. To the extent the Company decides to proceed with the Placements, the Company will, as soon as practicable, prepare
and file with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form
F-1 and/or F-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities
Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered
and sold in the Placements with the registered direct placement conducted through a shelf takedown on a registration statement on Form
F-3 and the private placement conducted through a resale registration statement on Form F-1. The Company will enter into a registration
rights agreement with the investors in the Placements setting forth the Company’s obligations to register the securities issued.
The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably
satisfactory to Aegis and counsel to Aegis. Other than any information provided by Aegis in writing specifically for inclusion in the
Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus
and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of
the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of
the offer or sale of the Securities, 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.
If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Registration Statement
or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify
Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as
the Company shall prepare a supplement or amendment to the Registration Statement or Prospectus that corrects such statement or omission.
The Registration Statement will include as an exhibit the form of this Agreement (which may be incorporated into such Registration Statement
by reference).


 


5. Lock-Ups.
The Transaction Documents will provide, among other items, that the Company’s directors, executive officers, employees and shareholders
holding at least ten percent (10%) of the outstanding ordinary shares will enter into customary “lock-up” agreements in favor
of, and in form reasonably acceptable to, Aegis and the investors for a period of one hundred twenty (120) days from the date of the Placements;
provided, however, that any sales by parties to the lock-ups shall be subject to the lock-up agreements and provided further, that none
of such shares shall be saleable in the public market until the expiration of the one hundred twenty (120) day period described above.


 






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6. Expenses.
The Company will be responsible for and will pay all expenses relating to the Placements, including, without limitation, (a) all filing
fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA public offering filing fees; (c) all
fees and expenses relating to the listing of the Company’s equity or equity-linked securities on an Exchange; (d) all fees, expenses
and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of
such states and other jurisdictions as Aegis may reasonably designate (including, without limitation, all filing and registration fees,
and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be Aegis’s counsel)
unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) all fees, expenses and disbursements
relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as
Aegis may reasonably designate; (f) the costs of all mailing and printing of the Placements documents; (g) transfer and/or stamp taxes,
if any, payable upon the transfer of Securities from the Company to Aegis; and (h) the fees and expenses of the Company’s accountants;
and (i) $100,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for Aegis’s
counsel.


 


7. Company
Standstill. The Transaction Documents will provide, among other items, that the Company will agree, for a period of three (3)
months from the closing date of the Placement, that without the prior written consent of Aegis, it will not (a) offer, sell, issue, or
otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable
or exchangeable for equity of the Company at a price per share lower than the Placement; (b) file or caused to be filed any registration
statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable
or exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described
in subsections (a) or (b) hereof (all of such matters, the “Standstill”). So long none of such equity securities
shall be saleable in the public market until the expiration of the three (3) month period described above, the following matters shall
not be prohibited by the Standstill: (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity
incentive plan, and the filing of a registration statement on Form S-8; and (ii) the issuance of equity securities in connection with
an acquisition or a strategic relationship, which may include the sale of equity securities. In no event should any equity transaction
during the Standstill period result in the sale of equity at an offering price to the public less than that of the Placement referred
herein. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Aegis and
the Company will be entitled to seek specific performance if a breach or a threatened breach by the Company under this Section 7 occurs.


 


8. Right
of First Refusal. If, for the period beginning on the closing date of the Placements and ending twenty-four (24) months after
the closing date of the Placements, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, Aegis
(or any affiliate designated by Aegis) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent
with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility)
or a private placement or any other capital raising financing of equity, equity-linked or debt securities, Aegis (or any affiliate designated
by Aegis) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If Aegis
or one of its affiliates decides to accept any such engagement, the agreement governing such engagement (each, a “Subsequent Transaction
Agreement”) will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in
no event will the fees be less than those outlined herein, and the provisions of this Agreement, including indemnification, which are
appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement under this Section
8 shall be made by Aegis or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company’s
notification of its financing needs. For avoidance of doubt, this Section 8 shall not apply to any capital raising transaction conducted
outside the United States between the Company and Chinese investors not involving an investment bank, an underwriter, a placement agent,
finder or any party acting in similar capacity.


 






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9. Tail
Financing. Aegis shall be entitled to compensation under Section 3 herein, calculated in the manner set forth therein, with respect
to any public or private offering or other financing or capital raising transaction of any kind (“Tail Financing”)
to the extent that such financing or capital is provided to the Company by funds whom Aegis had contacted during the Engagement Period
or introduced to the Company during the Engagement Period, if such Tail Financing is consummated at any time within the 9-month period
following the expiration or termination of this Agreement.


 


10. Termination.
Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees,
reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor
and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the
contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i).
The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating
to the tail fees and right of first refusal. During the engagement hereunder: (i) the Company will not, and will not permit its representatives
to, other than in coordination with Aegis, contact or solicit institutions, corporations or other entities or individuals as potential
purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of the Placements.
Furthermore, the company agrees that during Aegis’s engagement hereunder, all inquiries from prospective investors will be referred
to Aegis.


 


11. Publicity.
The Company agrees that it will not issue press releases or engage in any other publicity, without Aegis’s prior written consent,
commencing on the date hereof and continuing until the final closing of the Placements.


 


12. Information.
During the Engagement Period or until the closing of the Placements (the “Closing”), the Company agrees to reasonably
cooperate with Aegis and to furnish, or cause to be furnished, to Aegis, any and all information and data concerning the Company, and
the Placements that Aegis may reasonably request in connection with the Placements (the “Information”). The
Company will provide Aegis reasonable access during normal business hours from and after the date of execution of this Agreement until
the date of the Closing to all of the Company’s assets, properties, books, contracts, commitments and records and to the Company’s
officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated
by the terms hereof or as required by applicable law, Aegis will keep strictly confidential all non-public Information concerning the
Company provided to Aegis. No obligation of confidentiality will apply to Information that: (a) is publicly available as of the date hereof
or hereafter becomes publicly available without a breach by Aegis, (b) was known or became known by Aegis prior to the Company’s
disclosure thereof to Aegis as demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than
the Company which information is not provided by the
breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the Company to a third party without restrictions
on its disclosure or (e) is independently developed by Aegis as demonstrated by its written records. For the avoidance of doubt, except
as otherwise provided herein, all information which is not publicly available relating to the Company’s proprietary technology is
proprietary and confidential.


 






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13. No
Third Party Beneficiaries; No Fiduciary Obligations. This engagement letter does not create, and shall not be construed as creating
rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions
hereof. The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the Company and shall
have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or
the retention of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service securities firm engaged in
a wide range of businesses and from time to time, in the ordinary course of its business, Aegis or its affiliates may hold long or short
positions and trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities
or loans of the companies which may be the subject of the transactions contemplated by this Agreement. During the course of Aegis’s
engagement with the Company, Aegis may have in its possession material, non-public information regarding other companies that could potentially
be relevant to the Company or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such
other companies.


 


14. Indemnification,
Advancement & Contribution.


 


(a) Indemnification.
The Company agrees to indemnify and hold harmless Aegis, its affiliates and each person controlling Aegis (within the meaning of Section
15 of the Securities Act), and the directors, officers, agents and employees of Aegis, its affiliates and each such controlling person
(Aegis, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against
any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified
Persons) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred
by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party
thereto, arising out of or based upon a third party claim arising out of: (i) any untrue statement or alleged untrue statement of a material
fact contained in (A) the Registration Statement, Prospectus or any other Transaction Documents (as from time to time each may be amended
and supplemented), (B) any materials or information provided to investors by, or with the approval of, the Company in connection with
the marketing of the Placements, including any “road show” or investor presentations made to investors by the Company (whether
in person or electronically), or (C) any application or other document or written communication (collectively called “application”)
executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities
under the securities laws thereof or to file for an exemption from such requirement or filed with the Commission, any state securities
commission or agency, any national securities exchange; or (ii) the omission or alleged omission therefrom of a 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,
unless such statement or omission was made in reliance upon, and in conformity with, information provided to the Company by Aegis in writing
specifically for use in the Registration Statement, Prospectus or any other offering documents with respect which or resulting from conduct
by Aegis or another Indemnified Party, as to which Aegis shall indemnify and hold harmless the Company, its officers, directors and controlling
parties in the manner set forth in this Section 14 The Company also agrees to reimburse and advance each Indemnified Person for all Expenses
as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Section 14.


 






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(b) Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may
reasonably be expected to be sought under this Section 14 such Indemnified Person shall promptly notify the Company in writing; provided
that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which the
Company may have on account of this Section 14 or otherwise to such Indemnified Person except to the extent the Company has been materially
adversely prejudiced by such failure. The Company shall, if requested by Aegis, assume the defense of any such action (including the employment
of counsel designated by Aegis and reasonably satisfactory to the Company). Any Indemnified Person shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ separate counsel reasonably acceptable
to Aegis for the benefit of Aegis and the other Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the
opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated
by and engaged by the Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person and any
other person represented or proposed to be represented by such counsel, in which event the Company shall pay the reasonable fees and expenses
of one counsel, plus local counsel, for all Indemnified Parties, which counsel shall, if Aegis is a defendant, be designated by Aegis;
provided, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses
of more than one firm of attorneys at any time any such Indemnified Party (in addition to any local counsel). The Company shall not be
liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition,
the Company shall not, without the prior written consent of Aegis, settle, compromise or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may
be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination
(i) includes an unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out
of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification
and contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy
each and every Liability and Expense as it is incurred (and in no event later than 30 days following the date of any invoice therefore).


 


(c) Contribution.
In the event that a court of competent jurisdiction makes a finding, final beyond right of review, that indemnity is unavailable to an
Indemnified Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion
as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to Aegis and any other Indemnified Person,
on the other hand, of the matters contemplated by this Section 15 or (ii) if the allocation provided by the immediately preceding clause
is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and Aegis
and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as
well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary
to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of commissions
and non-accountable expense allowance actually received by Aegis in the Placements. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand or Aegis on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and Aegis agree that it
would not be just and equitable if contributions pursuant to this subsection (c) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to above in this subsection (c). For purposes
of this paragraph, the relative benefits to the Company, on the one hand, and to Aegis on the other hand, of the matters contemplated
by this Section 15 shall be deemed to be in the same proportion as: (a) the total value received by the Company in the Placements, to
the extent such Placements are consummated, bears to (b) the fees paid to Aegis under the Agreement. Notwithstanding the above, no person
guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from
a party who was not guilty of fraudulent misrepresentation.


 






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(d) Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services
or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses)
of the Company have resulted exclusively from such Indemnified Person’s gross negligence, fraud or willful misconduct in connection
with any such advice, actions, inactions or services.


 


15. Governing
Law; Venue. This Agreement will be governed as to validity, interpretation, construction, effect and in all other respects
by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of Aegis and the
Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions
contemplated hereby will be instituted exclusively in the courts located in the City of New York, County of New York, State of New
York (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii)
irrevocably consents to the jurisdiction of the courts located in the City of New York, County of New York and State of New York, in
any such suit, action or proceeding. Each of Aegis and the Company further agrees to accept and acknowledge service of any and all
process which may be served in any such suit, action or proceeding in such courts and agrees that service of process upon the
Company mailed by certified mail to the Company’s address will be deemed in every respect effective service of process upon
the Company, in any such suit, action or proceeding, and service of process upon Aegis mailed by certified mail to Aegis’s
address will be deemed in every respect effective service process upon Aegis, in any such suit, action or proceeding.
Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the
respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any,
controlling Aegis or any of its affiliates, will have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses,
claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from 
the bad faith, willful misconduct, fraud or gross negligence of such individuals or entities. Aegis will act under this Agreement
letter as an independent contractor with duties to the Company.


 


16. Equitable
Remedies. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach
or threatened breach by the Company of its obligations contained in Section 7 or Section 8 of the Agreement and hereby agree to waive
and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate. If
a breach or a threatened breach by the Company of any such obligations occurs, Aegis will, in addition to any and all other rights and
remedies that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to seek equitable
relief, including a temporary restraining order, an injunction, specific performance of the terms of Section 7 and Section 8, as applicable,
and any other relief that may be available from a court of competent jurisdiction.


 


If you are in agreement with
the foregoing, please sign and return to us one copy of this Agreement. This Agreement may be executed in counterparts (including facsimile
or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


[Signature Page Follows]


 






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	 	Very truly yours,
	 	 
	 	Aegis Capital Corp. 


 


	 	By:	/s/ Robert Eide
	 	Name:	 Robert Eide
	 	Title:	Chief Executive Officer


 


AGREED AND ACCEPTED:


 


The foregoing accurately sets forth our understanding
and agreement with respect to the matters set forth herein.


 


	 	Meten Holding Group Ltd.


 


	 	By	/s/ Si Guang Peng

	 	Name:	Si Guang Peng
	 	Title:  	Chief Executive Officer


  


[Signature Page to Placement Agent Agreement]


 


 


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