Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F:

On July 25, 2025, ERAYAK Power Solution Group Inc.(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investorsnamed thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering(the “Registered Direct Offering”): (i) 12,396,000 class A ordinary shares (the “Class A Ordinary Shares”) ofthe Company of par value of $0.0001 each (the “Shares”), at a purchase price of $0.098 per share; and (ii) pre-funded warrantsto purchase up to 18,216,246 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $$0.098 to the purchaseprice for Shares, less the exercise price of $0.0001 per share.

The Registered Direct Offering closed on July 28,2025. The Company received approximately $3 million in gross proceeds from the Registered Direct Offering, before deducting placementagent fees and estimated offering expenses. The Company intends to use the net proceeds from the Registered Direct Offering for its automatedwarehousing system, product development and certification, sales and marketing and working capital and inventory replenishment.

The Pre-Funded Warrants were sold to the Purchasers,whose purchase of the Shares in the Registered Direct Offering would otherwise have resulted in the Purchasers, together with its affiliatesand certain related parties, beneficially owning more than 4.99% of the outstanding share capital of the Company following the consummationof the Registered Direct Offering. Each Pre-Funded Warrant represents the right to purchase one Class A Ordinary Share at an exerciseprice of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-FundedWarrants are exercised in full (subject to the beneficial ownership limitation described above).

The Purchase Agreement contains customary representations,warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligationsof the parties, and termination provisions. Additionally, each of the directors and executive officers of the Company entered into a lock-upagreement, pursuant to which they agreed not to sell or transfer any of the Company securities which they hold, subject to certain customaryexceptions, during the six (6) month period following the closing of the Registered Direct Offering.

The Shares, the Pre-Funded Warrants and PlacementAgent Warrants, the Class A Ordinary Shares underlying the Pre-funded Warrants and the Placement Agent Warrants were offered by the Companypursuant to a registration statement on Form F-3 (File No.333-278347) (the “Registration Statement”), previously filed anddeclared effective by the Securities and Exchange Commission (the “Commission”) on May 16, 2024, the base prospectus filedas part of the Registration Statement, and the prospectus supplement dated July 28, 2025 (the “Prospectus Supplement”).

On July 22, 2025, the Company entered into a letterof engagement (the “LOE”) with Craft Capital Management LLC (“Craft”or the “Placement Agent”), pursuant to which the Company engaged Craft as theexclusive placement agent in connection with the Registered Direct Offering. The Placement Agent agreed to use its reasonable best effortsto arrange for the sale of the Shares and the Pre-Funded Warrants. In addition, under the Placement Agency Agreement the Company agreedto pay the Placement Agent a placement agent fee in cash equal to seven percent (6.0%) of the aggregate gross proceeds raised from thesale. The Company also agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connectionwith the Registered Direct Offering in an amount not to exceed $125,000. In connection with the Offering, the Company also issued, asadditional compensation, warrants (the “Placement Agent Warrants”) to Craft Capital Management LLC (the “Placement Agent”)or its designees to purchase an aggregate of up to 1,836,735 Class A Ordinary Shares, being 6% of the aggregate number of the Shares andPre-funded Warrant Shares (such shares that are issuable from time to time upon exercise of the Placement Agent Warrants (the “PlacementAgent Warrant Shares”)). The Placement Agent Warrants are exercisable immediately after issuance and from time to time, in wholeor in part, at an exercise price equal to $0.1225, being 125% of the purchase price of each Share, and will expire five (5) years followingthe closing of the offering.

The foregoing summaries of the Purchase Agreement,the Placement Agent Warrants, and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entiretyby, such documents filed as Exhibits 10.1 4.1 and 4.2, respectively, hereto and incorporated by reference herein. Copies of the pressrelease related to the Registered Direct Offering entitled “Erayak Power Solution Group Inc. Announces $3 Million Registered DirectOffering” and “Erayak Power Solution Group Inc. Announces Closing of $3 Million Registered Direct Offering” are furnishedas Exhibit 99.1 and 99.2 hereto and are incorporated by reference herein.

Copies of the opinions of Harney Westwood & Riegels and OrtoliRosenstadt LLP relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants, respectively, are filed asExhibits 5.1 and 5.2 hereto, respectively.

This Report is incorporated by reference intothe registration statements on Form F-3 (File No. 333-278347) of the Company, filed with the Commission, to be a part thereof fromthe date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

This Report shall not constitute an offer to sellany securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdictionin which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of anysuch state or jurisdiction.

This Report contains forward-looking statementswithin the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federalsecurities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Registered Direct Offering.All statements other than statements of historical facts included in this Report are forward-looking statements. Forward-looking statementsare neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs,expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends,the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’sactual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you shouldnot rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition todiffer materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’sannual report on Form 20-F for the year ended December 31, 2024, filed with the Commission on April 23, 2025, and the Company’sother filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether writtenor oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THIS PLACEMENT AGENT ORDINARYSHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after[*], the date that is one hundred and eighty (180) days after the commencement of sales in the offering and cannot be sold, transferred,assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would resultin the effective economic disposition of the Warrant pursuant to FINRA Rule 5110(e)(1)(A), (the “Initial Exercise Date”)and, in accordance with FINRA Rule 5110(g)(8)(A), on or prior to at 5:00 p.m. (New York time) on the date that is five (5) years followingthe commencement of sales of the securities issued in the offering, provided that, if such date is not a Trading Day, the immediatelyfollowing Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from ERAYAK POWERSOLUTION GROUP INC., a Caymans Island exempted company (the “Company”), up to ______ shares (as subject to adjustmenthereunder, the “Warrant Shares”) of the Company’s Ordinary Shares. The purchase price of one Ordinary Share underthis Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certainengagement agreement dated as of July 22, 2025 by and between the Company and Craft Capital Management LLC (the “LOE”).

Section 1. Definitions.Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the LOE.

a) Exerciseof Warrant. Subject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made, inwhole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to theCompany of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as ExhibitA (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of TradingDays comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exerciseas aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exerciseby wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section2(c) below is applicable and specified in the attached Notice of Exercise. The Company shall have no obligation to inquire withrespect to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the personso executing such Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or othertype of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holdershall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares availablehereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellationas soon as reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company. Partial exercisesof this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect oflowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Sharespurchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holderand any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, followingthe purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any giventime may be less than the amount stated on the face hereof.

b) ExercisePrice. The exercise price per Ordinary Share under this Warrant shall be $[*]¹, subject to adjustment hereunder(the “Exercise Price”).

c) CashlessExercise. If and only if at the time of exercise hereof there is no effective registration statement registering, or the prospectuscontained therein is not available for the issuance or resale of the Warrant Shares by the Holder, then this Warrant may also be exercised,in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a numberof Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (i) if the Ordinary Shares are then listedor quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the TradingMarket on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New YorkCity time) to 4:02 p.m. (New York City time)), (ii) if the OTCQB Venture Market (the “OTCQB”) or the OTCQX Best Market(the “OTCQX”) is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or thenearest preceding date) on OTCQB or OTCQX as applicable, (iii) if the Ordinary Shares are not then listed or quoted for trading on OTCQBor OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market operated by the OTC Markets Group, Inc. (the“Pink Market”) (or a similar organization or agency succeeding to its functions of reporting prices), the most recentbid price per share of the Ordinary Shares so reported, or (iv) in all other cases, the fair market value of an Ordinary Share as determinedby an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonablyacceptable to the Company, the fees and expenses of which shall be paid by the Company.

“TradingMarket” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on thedate in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New YorkStock Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (i) if the Ordinary Shares are then listedor quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest precedingdate) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (ii) if the OTCQB or the OTCQX is not a Trading Market, the volumeweighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (iii) ifthe Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reportedon the Pink Market, the most recent bid price per share of the Ordinary Shares so reported, or (iv) in all other cases, the fair marketvalue of a share of Ordinary Shares as determined by an independent appraiser selected in good faith by the Holders of a majority in interestof the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

If Warrant Sharesare issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not totake any position contrary to this Section 2(c).

i. Deliveryof Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the TransferAgent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Companythrough its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such systemand either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the WarrantShares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuantto Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’sshare register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant tosuch exercise to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the deliveryto the Company of the Notice of Exercise and provided that payment of the aggregate Exercise Price (other than in the instance of a cashlessexercise) is received by the Company by such date (such date, the “Warrant Share Delivery Date”). Upon delivery ofthe Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shareswith respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that paymentof the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If theCompany fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share DeliveryDate, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subjectto such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasingto $20 per Trading Day on the fifth (5th) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant ShareDelivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agentthat is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “StandardSettlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primaryTrading Market with respect to Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.

ii. Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

iii. RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering writtennotice to the Company at any time prior to the delivery of such Warrant Shares.

iv. Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solelydue to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its brokerto purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of OrdinaryShares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the shares of Ordinary Shares so purchased exceeds (y) the amount obtainedby multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exerciseat issue times (2) the price at which the sell order giving rise to such purchase obligation was executed (provided that such price ison actual market terms), and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of WarrantShares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the numberof Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. Forexample, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attemptedexercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediatelypreceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicatingthe amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothingherein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, withoutlimitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver OrdinaryShares upon exercise of the Warrant as required pursuant to the terms hereof. The obligation of the Company to pay compensation for Buy-Inunder this Section 2(d)(iv) is subject to delivery by the Holder of the aggregate Exercise Price in accordance with theterms of Section 2(a).

v. No FractionalShares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. Asto any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price orround up to the next whole share.

vi. Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered forexercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and theCompany may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the DepositoryTrust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery ofthe Warrant Shares.

vii. Closingof Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,pursuant to the terms hereof.

e) Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuanceafter exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any otherPersons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, thenumber of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of OrdinaryShares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number ofOrdinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned bythe Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portionof any other securities of the Company (including, without limitation, any other Ordinary Share equivalents) subject to a limitation onconversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or AttributionParties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculatedin accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by theHolder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Actand the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitationcontained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to othersecurities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisableshall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determinationof whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and AttributionParties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Companyshall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrantthat are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on a number of outstandingOrdinary Shares that was provided by the Company. In addition, a determination as to any group status as contemplated above shall be determinedin accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares asreflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recentpublic announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number ofOrdinary Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Trading Day confirm orally and inwriting to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall bedetermined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or itsAffiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “BeneficialOwnership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuanceof Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease theBeneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation inno event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Sharesupon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Anyincrease in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is deliveredto the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity withthe terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistentwith the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properlygive effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

a) StockDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makesa distribution or distributions on shares of its Ordinary Shares or any other equity or equity equivalent securities payable in sharesof Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant),(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstandingOrdinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares or any shares of capital stockof the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of OrdinaryShares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the numberof Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall beproportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant tothis Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitledto receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,combination or re-classification.

b) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrantis outstanding the Company grants, issues or sells any Ordinary Share equivalents or rights to purchase stock, warrants, securities orother property pro rata to all of the record holders of any class of Ordinary Shares (the “Purchase Rights”), thenthe Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holdercould have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regardto any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the dateon which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of whichthe record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownershipof such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyancefor the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro RataDistributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, withoutlimitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time afterthe issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extentthat the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exerciseof this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which therecord holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however,that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownershipof any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyancefor the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation).

d) Fundamental Transaction.If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effectsany merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effectsany sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or aseries of related transactions, provided, however that the sale by the Company of any Subsidiary, other than a Material Subsidiary, doesnot constitute a Fundamental Transaction (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by theCompany or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their sharesfor other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares or 50% ormore of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactionseffects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to whichthe Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly orindirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Personswhereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the commonequity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shallhave the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrenceof such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of thisWarrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation,and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction bya holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (withoutregard to any limitation in Section 2(e) on the exercise of this Warrant). “Material Subsidiary” shall mean any subsidiaryof the Company that is material to the business and operations of the Company as described in the SEC Reports. For purposes of any suchexercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on theamount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportionthe Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different componentsof the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be receivedin a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exerciseof this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in whichthe Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company underthis Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreementsin form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such FundamentalTransaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entityevidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a correspondingnumber of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivableupon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relativevalue of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of sharesof capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to theconsummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrenceof any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so thatfrom and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the otherTransaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or SuccessorEntities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exerciseevery right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligationsof the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such SuccessorEntity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shallbe entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized OrdinaryShares for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the casemay be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given dateshall be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

i. Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shallpromptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment tothe number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment; provided, however, that the Companymay satisfy the notice requirement in this Section 3(f) by filing such information with the Commission on its ElectronicData Gathering, Analysis, and Retrieval (EDGAR) system pursuant to a Current Report on Form 6-K, or Annual Report on Form 20-F.

ii. Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form other than astock split) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the OrdinaryShares (excluding any granting or issuance of rights to all of the Company’s stockholders pursuant to a stockholder rights plan),(C) the Company shall authorize the granting to all holders of Ordinary Shares rights or warrants to subscribe for or purchase any sharesof capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection withany reclassification of the Ordinary Shares, any sale or transfer of all or substantially all of its assets, or any compulsory share exchangewhereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary orinvoluntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be deliveredby email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least four (4) calendardays prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to betaken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as ofwhich the holders of Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to bedetermined or (y) the date on which such reclassification, sale, transfer or share exchange is expected to become effective or close,and the date as of which it is expected that holders of Ordinary Shares of record shall be entitled to exchange their shares of OrdinaryShares for securities, cash or other property deliverable upon such reclassification, sale, transfer or share exchange; provided thatthe failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate actionrequired to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-publicinformation regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuantto a Current Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date ofsuch notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

a) Transferability.Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrantand all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrenderof this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantiallyin the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient topay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shallexecute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not soassigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shallsurrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to theCompany assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder forthe purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants.This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, togetherwith a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agentor attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical withthis Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

d) Representationby the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercisehereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing orreselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuantto sales registered or exempted under the Securities Act.

a) No Rightsas Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends orother rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expresslyset forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

b) Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will makeand deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient numberof shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company furthercovenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing thenecessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable actionas may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shareswhich may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights representedby this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessableand free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of anytransfer occurring contemporaneously with such issue).

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificateof incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities orany other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at alltimes in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriateto protect the rights of Holder as set forth in this Warrant against impairment (it being understood that this Warrant shall not in anycase prevent the Company from effecting any such amendment, reorganization, transfer, consolidation, merger, dissolution, issuance orsale). Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above theamount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessaryor appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise ofthis Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatorybody having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking anyaction which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

e) Jurisdiction.All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordancewith the provisions of the LOE.

f) Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does notutilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right toexercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company willfullyand knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shallpay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcingany of its rights, powers or remedies hereunder.

h) Notices.Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered tothe address of the Holder in the Warrant Register.

i) Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Ordinary Share or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of theCompany.

j) Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

k) Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant Shares.

l) Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, andthe Holder of this Warrant, on the other hand.

m) Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF, the Companyhas caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

(1) The undersigned hereby electsto purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tendersherewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

☐ if permitted the cancellationof such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrantwith respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said WarrantShares in the name of the undersigned or in such other name as is specified below:

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of InvestingEntity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

(To assign the foregoingWarrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to

THIS PRE-FUNDED ORDINARY SHAREPURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”)is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afterthe date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”)but not thereafter, to subscribe for and purchase from Erayak Power Solution Group Inc., a Cayman Islands exempted company (the “Company”),up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase priceof one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement(the “Purchase Agreement”), dated [ ], 2025, among the Company and the purchasers signatory thereto.

a) Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times onor after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submittedby e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”).Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as definedin Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for theWarrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bankunless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-originalNotice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice ofExercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrantto the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following thedate on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of aportion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of WarrantShares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shallmaintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objectionto any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of thisWarrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the WarrantShares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated onthe face hereof.

b) ExercisePrice. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-fundedto the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exerciseprice of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. TheHolder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstanceor for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remainingunpaid exercise price per Ordinary Share under this Warrant shall be $0.0001, subject to adjustment hereunder (the “ExercisePrice”).

c) CashlessExercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in whichthe Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

IfWarrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of theSecurities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Companyagrees not to take any position contrary to this Section 2(c).

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listedor quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the TradingMarket on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New YorkCity time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market(“OTCQX”) is not a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearestpreceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQXand if prices for the Ordinary Shares are then reported on The Pink Open Market (the “Pink Market”) operated by theOTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price pershare of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined byan independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonablyacceptable to the Company, the fees and expenses of which shall be paid by the Company.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listedor quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest precedingdate) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB or the OTCQX is not a Trading Market, the volumeweighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if theOrdinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported onthe Pink Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per shareof the Ordinary Shares so reported, or (d) in all other cases, the fair market value of a share of the Ordinary Shares as determinedby an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonablyacceptable to the Company, the fees and expenses of which shall be paid by the Company.

i. Deliveryof Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the TransferAgent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Companythrough its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such systemand either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the WarrantShares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate,registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to whichthe Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that isthe earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Dayscomprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “WarrantShare Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to havebecome the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of deliveryof the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is receivedwithin the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period followingdelivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Noticeof Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Noticeof Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3^rd) Trading Day after the Warrant ShareDelivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescindssuch exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remainsoutstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressedin a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the dateof delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or priorto 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of thePurchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on theInitial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that paymentof the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

iii. RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by itsbroker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Sharesto deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained bymultiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise atissue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder,either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in whichcase such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had theCompany timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares havinga total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale pricegiving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be requiredto pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respectof the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s rightto pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performanceand/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant asrequired pursuant to the terms hereof.

v. NoFractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of thisWarrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by theExercise Price or round up to the next whole share.

vi. Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered forexercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company may require,as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall payall Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or anotherestablished clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closingof Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,pursuant to the terms hereof.

a) ShareDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makesa distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares(which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdividesoutstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding OrdinaryShares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares or any shares of capital stock of the Company,then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excludingtreasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Sharesoutstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjustedsuch that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shallbecome effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distributionand shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

c) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sellsany Ordinary Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of anyclass of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicableto such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of OrdinaryShares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such PurchaseRights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant,issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participatein any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitledto participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Rightto such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its rightthereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, withoutlimitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time afterthe issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extentthat the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exerciseof this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which therecord holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that,to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial OwnershipLimitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership ofany Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance forthe benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portionof the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

e) FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in oneor a series of related transactions, provided, however that the sale by the Company of any Subsidiary, other than a Material Subsidiary,does not constitute a Fundamental Transaction (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether bythe Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange theirshares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares or50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more relatedtransactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchangepursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company,directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including,without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Personswhereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the commonequity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holdershall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrenceof such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of thisWarrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation,and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transactionby a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (withoutregard to any limitation in Section 2(e) on the exercise of this Warrant). “Material Subsidiary” shall mean any subsidiaryof the Company that is material to the business and operations of the Company as described in the SEC Reports. For purposes of any suchexercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on theamount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportionthe Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different componentsof the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be receivedin a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exerciseof this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in whichthe Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Companyunder this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreementsin form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such FundamentalTransaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entityevidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a correspondingnumber of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivableupon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relativevalue of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of sharesof capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to theconsummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrenceof any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so thatfrom and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the otherTransaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or SuccessorEntities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exerciseevery right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligationsof the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such SuccessorEntity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shallbe entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized OrdinaryShares for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

f) Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposesof this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the numberof Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

ii. Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the OrdinaryShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Companyshall authorize the granting to all holders of Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stockof any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassificationof the Ordinary Shares, any Fundamental Transaction, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidationor winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at itslast email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable recordor effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Ordinary Shares ofrecord to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which suchreclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as ofwhich it is expected that holders of Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cashor other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failureto deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action requiredto be specified in such notice, provided, further that no notice shall be required if the information is disseminated in a press releaseor document filed with the Commission within such time period. To the extent that any notice provided in this Warrant constitutes, orcontains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file suchnotice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant duringthe period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise beexpressly set forth herein.

a) Transferability.This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment ofthis Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to payany transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall executeand deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant notso assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shallsurrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to theCompany assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder forthe purchase of Warrant Shares without having a new Warrant issued.

b) NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall beidentical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

a) NoRights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividendsor other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly setforth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant toSection 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be requiredto net cash settle an exercise of this Warrant.

b) Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will makeand deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c) Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificateof incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities orany other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at alltimes in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriateto protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, theCompany will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately priorto such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly andlegally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable effortsto obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessaryto enable the Company to perform its obligations under this Warrant.

e) Jurisdiction.All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordancewith the provisions of the Purchase Agreement.

g) Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of thisWarrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which resultsin any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs andexpenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holderin collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered inaccordance with the notice provisions of the Purchase Agreement.

i) Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors ofthe Company.

l) Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, andthe Holder of this Warrant, on the other hand.

n) Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF, the Companyhas caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

(1) Theundersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

☐ the cancellationof such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrantwith respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Pleaseissue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of InvestingEntity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

(To assign the foregoingWarrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to

We are attorneys-at-law qualified to practisein the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with an offering by the Company withoffering up to in the aggregate of (i) 19,501,082 class A ordinary shares of par value of US$0.0001 each of the Company (the ClassA Ordinary Shares); (ii) pre-funded warrants to purchase up to 11,111,164 Class A Ordinary Shares (the Pre-Funded WarrantShares), and (iii) warrants to purchase an aggregate of up to 1,836,735 Class A Ordinary Shares (the Warrant Shares, andtogether with the Class A Ordinary Shares and the Pre-Funded Warrant Shares, collectively the Offering Shares). The OfferingShares will be sold by the Company pursuant to the Company’s registration statement on Form F-3 and accompanying prospectus initiallyfiled on 30 April 2024 with the Securities and Exchange Commission (the Commission) under the United States Securities Actof 1933, as amended (the Registration Statement) and the prospectus supplement dated on 28 July 2025 (the ProspectusSupplement) in accordance with the Share Purchase Agreement (as defined in Schedule 1). In this opinion Companies Actmeans the Companies Act (Revised) of the Cayman Islands.

For the purposes of giving this opinion, we haveexamined the Documents (as defined in Schedule 1) which we regard as necessary in order to issue this opinion. We have not examined anyother documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertakeany further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

In giving this opinion we have relied upon theassumptions set out in Schedule 2 which we have not verified.

The British Virgin Islands is Harneys Hong Kong office’s main jurisdiction of practice.

Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm.

Anguilla | Bermuda | British Virgin Islands | Cayman Islands

Cyprus | Hong Kong | Jersey | London | Luxembourg

Montevideo | São Paulo | Shanghai | Singapore

harneys.com

Based solely upon the foregoing examinations andassumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3,we are of the opinion that under the laws of the Cayman Islands:

This opinion is confined to the matters expresslyopined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courtsat the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We expressno opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warrantieswhich may be made by or with respect to the Company in the Registration Statement. We express no opinion with respect to the commercialterms of the transactions the subject of this opinion.

In connection with the above opinion, we herebyconsent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the RegistrationStatement under the headings “Enforceability of Civil Liabilities” and “Legal Matters” and elsewhere in the prospectusincluded in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whoseconsent is required under section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters referredto herein and shall not be construed as extending to any other matter or document not referred to herein.

This opinion shall be construed in accordancewith the laws of the Cayman Islands.

(1 to 5 above are the Corporate Documents,and 1 to 8 above are the Documents).

We have acted as U.S. securitiescounsel to Erayak Power Solution Group Inc., a company established under the laws of the Cayman Islands (the “Company”), inconnection with, among other matters, the issuance and sale of (i) 12,396,000 shares of Class A Ordinary Shares (the “Shares”)of the Company, par value $0.0001 per share (the “Class A Ordinary Share”) and (ii) pre-funded warrants (the “Pre-FundedWarrants”) to purchase up to an aggregate of 18,216,246 Class A Ordinary Shares (the “Pre-Funded Warrant Shares”) pursuantto a Securities Purchase Agreement, dated as of July 25, 2025, between the Company and the purchasers identified on the signature pagesthereto (the “Purchase Agreement”). The Company and Craft Capital Management LLC have entered into an engagement agreement,dated July 22, 2025 (the “Engagement Agreement”) pursuant to which, among other matters, the Company will issue warrants (the“Placement Agent Warrants”) to Craft Capital Management LLC or its assignees to purchase up to an aggregate of 1,836,734 ClassA Ordinary Shares (the “Placement Agent Warrant Shares”).

The Company registered thesale of the Shares, the Pre-Funded Warrants, the Placement Agent Warrants, the Pre-Funded Warrant Shares and the Placement Agent WarrantShares by means of a prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 28,2025 (the “Prospectus Supplement”), related to the registration statement on Form F-3 (File No. 333-278347) including thebase prospectus (the “Base Prospectus”), dated March 28, 2024 (the “Registration Statement”), which was initiallyfiled with the SEC on March 28, 2024 and declared effective on May 16, 2024. All capitalized terms used herein and not expressly definedherein have the definitions specified in the Engagement Agreement and, if not contradictory, the Purchase Agreement. This opinion is beingfurnished to you in connection with the Registration Statement, the Base Prospectus and the Prospectus Supplement.

In rendering the opinionsexpressed below, we have examined physical or electronic copies of:

366 Madison Avenue

3rd Floor

New York, NY 10017

tel: (212) 588-0022

fax: (212) 826-9307

For purposes of this opinion,we have assumed (i) the validity and accuracy of the documents and corporate records that we have examined, (ii) the genuineness of allsignatures, (iii) the legal capacity of all natural persons, (iv) the authenticity of all documents submitted to us as originals, (v)the conformity to original documents of all documents submitted to us as certified or photostatic copies, (vi) the authenticity of theoriginals of such documents, (vi) the due authorization of the Pre-Funded Warrants and the Placement Agent Warrants and (vii) the validissuance of the Pre-Funded Warrants pursuant to the terms of the Purchase Agreement and the Placement Agent Warrants pursuant to the termsof the Engagement Letter. As to any facts material to the opinion expressed herein that we did not independently establish or verify,we have relied upon statements and representations of officers and other representatives of the Company and have assumed that such statementsand representations are true, correct and complete without regard to any qualification as to knowledge or belief. Our opinion is conditionedupon, among other things, the initial and continuing truth, accuracy, and completeness of the items described above on which we are relying.

You are advised that we aremembers of the Bar of the State of New York. We express no opinion concerning any matters respecting or affected by any laws other thanlaws that a lawyer in New York exercising customary professional diligence would reasonably recognize as being directly applicable tothe transactions contemplated by the Engagement Agreement, the Purchase Agreement, and the Pre-Funded Warrants (collectively, the “TransactionDocuments”). Because the agreements governing each of the Pre-Funded Warrants and the Placement Agent Warrants contain a provisionstating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We expressno opinion as to any county, municipal, city, town or village ordinance, rule, regulation or administrative decision. With respect to(i) the Shares, the Pre-Funded Warrants and the Placement Agent Warrants being duly and validly issued, fully paid and non-assessableand (ii) the Pre-Funded Warrant Shares and the Placement Agent Warrant Shares being duly and validly issued, fully paid and non-assessableupon the exercise of the Pre-Funded Warrants and Placement Agent Warrants, respectively, we have relied on the opinion of Harney Westwood&Riegels filed as Exhibit 5.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on July 28, 2025.

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Based upon and subject tothe foregoing, we are of the opinion that each of (i) the Pre-Funded Warrants and (ii) the Placement Agent Warrants, if and when issued,delivered and paid for as contemplated by the terms of the Transaction Documents, will be valid and binding obligations of the Companyenforceable against the Company in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency,reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whetherenforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provisionmay be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other formsof equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor maybe brought; and (d) we have assumed the Exercise Price (as defined in each the Pre-Funded Warrants and Placement Agent Warrants, respectively)will not be adjusted to an amount below the par value per share of the Class A Ordinary Shares.

Notwithstanding anything inthis letter which might be construed to the contrary, our opinion herein is expressed solely with respect to the laws of the State ofNew York. Our opinion is based on these laws as in effect on the date hereof. Our opinion represents only our interpretation of the lawand has no binding, legal effect on any court. It is possible that one or more courts may sustain such contrary positions. Our opinionis expressed as of the date hereof, and we are under no obligation to supplement or revise this opinion to reflect any changes, includingchanges which have retroactive effect (i) in applicable law or (ii) in any fact, information, document, corporate record, covenant, statement,representation, or assumption stated herein that becomes untrue, incorrect or incomplete.

This letter is furnished toyou for use in connection with the Registration Statement, the Base Prospectus and the Prospectus Supplement and is not to be used, circulated,quoted, or otherwise referred to for any other purpose without our express written permission. We hereby consent to the filing of thisopinion as an exhibit to a Report of Foreign Private Issuer on Form 6-K that is incorporated by reference in the Registration Statementand to the use of our name in the Registration Statement, the Base Prospectus and the Prospectus Supplement wherever it appears. In givingsuch consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the SecuritiesAct of 1933, as amended, or the rules and regulations of the SEC thereunder.

This Securities Purchase Agreement(this “Agreement”) is dated as of July 25, 2025 between Erayak Power Solution Group Inc., a Cayman Islands exemptedcompany (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successorsand assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the termsand conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below),the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company,securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATIONof the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which arehereby acknowledged, the Company and each Purchaser agree as follows:

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following termshave the meanings set forth in this Section 1.1:

“Acquiring Person”shall have the meaning ascribed to such term in Section 4.5.

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person as such terms are used in and construed under Rule 405 under the Securities Act. A Person shall be regarded as in controlof the Company if the Company owns or directly or indirectly controls more than fifty percent (50%) of the voting rights or other ownershipinterest of the other person, or if it possesses, directly or indirectly, the power to direct or cause the direction of the managementand policies of such person.

“BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorizedor required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authorityso long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generallyare open for use by customers on such day.

“Closing”means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“ClosingDate” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable partiesthereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount at the Closing and (ii)the Company’s obligations to deliver the Securities, in each case, at the Closing have been satisfied or waived, but in no eventlater than the first (1^st) Trading Day following the date hereof (or the second (2^nd) Trading Day following thedate hereof if this Agreement is signed on a day that is not a Trading Day or after 4:00pm (New York City time) and before midnight(New York City time) on a Trading Day).

“CompanyCayman Counsel” means Harneys Westwood & Riegels, with offices located at 3501 The Center, 99 Queen’s Road Central,Hong Kong.

“CompanyU.S. Counsel” means Ortoli Roosenstadt LLP, with offices located at 366 Madison Avenue, 3rd Floor, New York, NY 10017

“DisclosureSchedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“DisclosureTime” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) andbefore midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the datehereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof,unless otherwise instructed as to an earlier time by the Placement Agent.

“EvaluationDate” shall have the meaning ascribed to such term in Section 3.1(s).

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ExemptIssuance” means the issuance of (a) Ordinary Shares or restricted share units, options or other equity awards to employees,officers, consultants, or directors of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority ofthe non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established forsuch purpose for services rendered to the Company, and (b) securities issued upon the exercise or exchange of or conversion of any Securitiesissued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding onthe date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the numberof such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connectionwith share splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategictransactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restrictedsecurities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statementin connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be toa Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an assetin a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investmentof funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalor to an entity whose primary business is investing in securities; and (d) the issuance of Class B ordinary shares of the Company.

“Indebtedness”shall have the meaning ascribed to such term in Section 3.1(aa).

“IntellectualProperty Rights” shall have the meaning ascribed to such term in Section 3.1(p).

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

“Lock-UpAgreement” means, collectively, the Lock-Up Agreements, dated as of the date hereof, by and among the Company and the executiveofficers, directors, and the parties listed on Shcedule 1.1o, in the form of Exhibit A .

“MaterialAdverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“MaterialPermits” shall have the meaning ascribed to such term in Section 3.1(n).

“OrdinaryShares” means the Class A ordinary shares of the Company, par value $0.0001 per share, and any other class of securities intowhich such securities may hereafter be reclassified or changed.

“OrdinaryShare Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time Ordinary Shares, including, without limitation, any debt, preferred share, right, option, warrant or other instrument thatis at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“PerShare Purchase Price” equals $ 0.098 (less $0.0001 for each Pre-Funded Warrant purchasedby a Purchaser), subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactionsrelating to the Ordinary Shares that occur after the date of this Agreement and prior to the Closing Date.

“Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Pre-FundedWarrants” means, collectively, the pre-funded Ordinary Share purchase warrants delivered to the Purchasers at the Closing inaccordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full,with an exercise price equal to $0.0001 per share, in the form of Exhibit A attached hereto.

“Pre-Funded Warrant Shares”means the Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants.

“Proceeding”means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,such as a deposition), to the Company’s knowledge, whether commenced or threatened.

“Prospectus”means the final base prospectus filed pursuant to the Registration Statement, including all information, documents and exhibits filedwith or incorporated by reference into such prospectus.

“ProspectusSupplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act, pursuant to the RegistrationStatement relating to the offering including all information, documents and exhibits filed with or incorporated by reference into suchprospectus supplement, that is filed with the Commission and delivered by the Company to each Purchaser at the Closing.

“PurchaserParty” shall have the meaning ascribed to such term in Section 4.8.

“RegistrationStatement” means the effective registration statement on Form F-3 filed with the Commission (File No. 333-278347) which registersthe sale of the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares to the Purchasers.

“RequiredApprovals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule 144”means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Reports”shall have the meaning ascribed to such term in Section 3.1(h).

“Securities”means the Shares the Pre-Funded Warrants and the Pre-Funded Warrant Shares.

“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares”means the Ordinary Shares of the Company to be delivered to the Purchasers at Closing.

“ShortSales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not bedeemed to include locating and/or borrowing Ordinary Shares).

“SubscriptionAmount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Pre-Funded Warrants, as the case may be,purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “SubscriptionAmount,” in United States dollars and in immediately available funds (excluding for the avoidance of doubt, if applicable, a Purchaser’saggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised forcash).

“Subsidiary”means any subsidiary as defined in Rule 405 under the Securities Act and listed in Exhibit 21.1 to the Company’s Annual Report onForm 20-F for the fiscal year ended December 31, 2024.

“TradingDay” means a day on which the principal Trading Market is open for trading.

“TransactionDocuments” means this Agreement, the Pre-Funded Warrants, the Lock-Up Agreements and all exhibits and schedules thereto andhereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“TransferAgent” means VStock Transfer, LLCT, the current transfer agent of the Company, with a mailing address of 18 Lafayette Pl, Woodmere,NY 11598, and any successor transfer agent of the Company.

“VariableRate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertibleinto, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares either (A) at a conversion price, exerciseprice or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Sharesat any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that issubject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specifiedor contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares or (ii) entersinto, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit whereby the Company may issuesecurities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardlessof whether such agreement is subsequently canceled. Any Purchaser shall be entitled to obtain injunctive relief against the Company topreclude any such issuance, which remedy shall be in addition to any right to collect damages.

“WarrantShares” means the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.

2.1 Closing.On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and deliveryof this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,the aggregate number of Shares set forth under the heading “Subscription Amount” on each Purchaser’s signature pagehereto, at the Per Share Purchase Price; provided, however, that, to the extent that a Purchaser determines, in its solediscretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with suchPurchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or assuch Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrants in lieu ofShares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “BeneficialOwnership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of OrdinaryShares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser’s SubscriptionAmount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment”settlement with the Placement Agent. The Company shall deliver to each Purchaser its respective Shares and Pre-Funded Warrants as determinedpursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 at the Closing.Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronictransfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “DeliveryVersus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser;upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser Notwithstandinganything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaserthrough the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares tobe issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automaticallyhereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreementunconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Personat the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’sreceipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges andagrees that the foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser willelect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any Shares will be made in the sole discretionof such Purchaser from time to time, including during the Pre-Settlement Period. Notwithstanding the foregoing, with respect to any Notice(s)of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, whichmay be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the Pre-Funded Warrant Sharessubject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share DeliveryDate (as defined in the Pre-Funded Warrants) for purposes hereunder.

(a) Onor prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following:

(ii) alegal opinion of each of the Company U.S Counsel, Company PRC Counsel and Company Cayman Counsel, substantially in form and substancereasonably satisfactory to the Placement Agent and each Purchaser;

(iii) acertificate evidencing the formation and good standing of the Company issued by the Registrar of the Cayman Islands as of a date withinthree (3) days of the Closing Date.

(iv) acertificate, in the form acceptable to the Placement Agent, executed by the Secretary of the Company and dated as of the Closing Date,certifying the authenticity of (i) resolutions of the Company’s board of directors approving the transactions contemplated herebyand the execution of the Transaction Documents, in a form reasonably acceptable to the Placement Agent,and (ii) the Memorandum and Articlesof Association of the Company , each as in effect at the Closing and attached to such certificate.

(v) a certificate, in the form acceptable to the Placement Agent, executed by the Chief Financial Officer of the Company and dated as of theClosing Date;

(vi) subjectto the fifth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Companyletterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(vii) subjectto the fifth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliverShares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of Ordinary Sharesissuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser to be heldin an account established with the Transfer Agent;

(viii) ifapplicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaserto purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-FundedWarrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price per share equal to $0.0001, subject to adjustmenttherein;

(ix) a certificate executed by the Company’s Chief Financial Officer of the Company

(xi) theProspectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b) Onor prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:

(ii) suchPurchaser’s Subscription Amount (minus, if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants,which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlementwith the Company or its designees.

(a) Theobligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) theaccuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless suchrepresentation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to theextent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) allobligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;and

(iii) thedelivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) Therespective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) theaccuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless suchrepresentation or warranty is as of a specific date therein in which case they shall be accurate in all respects (or, to the extent representationsor warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) allobligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) thedelivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) thereshall have been no Material Adverse Effect with respect to the Company since the date hereof;

(v) theCompany shall have filed an additional listing application with the principal Trading Market with respect to the Shares and Warrant Shares;and

(vi) fromthe date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’sprincipal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shallnot have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by suchservice, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authoritiesnor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitudein its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,makes it impracticable or inadvisable to purchase the Securities at the Closing.

3.1 Representationsand Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a parthereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding sectionof the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries.All of the direct and indirect subsidiaries of the Company are set forth in the Company’s SEC Reports. The Company owns, directlyor indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issuedand outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptiveand similar rights to subscribe for or purchase securities.

(b) Organizationand Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existingand in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority toown and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is inviolation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizationalor charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a corporationor other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to resultin: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effecton the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, takenas a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis itsobligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceedinghas been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authorityor qualification.

(c) Authorization;Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplatedby this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Theexecution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of thetransactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no furtheraction is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith otherthan in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (orupon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitutethe valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited bygeneral equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affectingenforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctiverelief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) NoConflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which itis a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby donot and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or memorandumand articles of association, or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an eventthat with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the propertiesor assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or bywhich any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflictwith or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmentalauthority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which anyproperty or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as couldnot have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Personin connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings requiredpursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice and/or application(s)to and approvals by each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Pre-FundedWarrant Shares for trading thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicablestate securities laws (collectively, the “Required Approvals”).

(f) Issuanceof the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicableTransaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.The Pre-Funded Warrant Shares, when issued in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paidand nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stockthe maximum number of shares of Ordinary Shares issuable pursuant to this Agreement and the Pre-Funded Warrants. The Company preparedand filed the Registration Statement in conformity with the requirements of the Securities Act, which Registration Statement became effectiveon May 16, 2024, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of thisAgreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectivenessof the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedingsfor that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. At the time the RegistrationStatement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statementand any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not andwill not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessaryto make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectusor any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to therequirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.The Company is eligible to use Form F-3 under the Securities Act as set forth in General Instruction I.B.6 of Form F-3. The Company, ifrequired by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b).The Company is a “foreign private issuer” as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 underthe Exchange Act.

(g) Capitalization.As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 ordinary shares, , of which 450,000,000 sharesare Class A ordinary shares and 50,000,000 shares are Class B ordinary shares, par value US$0.0001 per share.. Except as a result of thepurchase and sale of the Securities and as set forth on Schedule 3.1(g), the Company has not issued any capital stock since thefiling date of its most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right,right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as aresult of the purchase and sale of the Securities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants,scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertibleinto or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the capitalstock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may becomebound to issue additional Ordinary Shares or Ordinary Share Equivalents or capital stock of any Subsidiary. Except as set forth on Schedule3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Ordinary Sharesor other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or anySubsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuanceof securities by the Company or any Subsidiary. Except as set forth on Schedule 3.1(g), there are no outstanding securities orinstruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments,understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or suchSubsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similarplan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable,have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued inviolation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization ofany shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no shareholders agreements,voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, tothe knowledge of the Company, between or among any of the Company’s shareholders.

(h) SECReports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to befiled by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two(2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (theforegoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus andthe Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has receiveda valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of theirrespective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a materialfact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under whichthey were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statementsof the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulationsof the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordancewith United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statementsmay not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company andits consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) MaterialChanges; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included withinthe SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had orthat could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingentor otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practiceand (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filingsmade with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividendor distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem anyshares of its ordinary shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuantto existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatmentof information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), noevent, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist withrespect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial conditionthat would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemedmade that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation.There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatenedagainst or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmentalor administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)that could have or reasonably be expected to result in a Material Adverse Effect. There is no Action that (i) adversely affects or challengesthe legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorabledecision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any directoror officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securitieslaws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commissionhas not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiaryunder the Exchange Act or the Securities Act.

(k) LaborRelations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employeesis a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Companynor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationshipswith their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expectedto be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreementor non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continuedemployment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to anyof the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws andregulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where thefailure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance.Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waivedthat, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company orany Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreementor any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such defaultor violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authorityor (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitationall foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product qualityand safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material AdverseEffect.

(n) RegulatoryPermits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, exceptwhere the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“MaterialPermits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modificationof any Material Permit.

(o) Titleto Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and goodand marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in eachcase free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interferewith the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,state, foreign or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of whichis neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiariesare held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance, with suchexceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements,equipment or personal property by the Company or such subsidiary.

(p) IntellectualProperty. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rightsnecessary or required for use in connection with their respective businesses as currently conducted or as currently proposed to be conductedas described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “IntellectualProperty Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that anyof, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latestaudited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the IntellectualProperty Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a MaterialAdverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringementby another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measuresto protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individuallyor in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of facts that would precludeit from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks orwill be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

(r) TransactionsWith Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company orany Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to anytransaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property toor from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, directoror such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantialinterest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) paymentof salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) otheremployee benefits, including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley;Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-OxleyAct of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, and any and all applicable rules and regulationspromulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiariesmaintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordancewith management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financialstatements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’sgeneral or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed suchdisclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submitsunder the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rulesand forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Companyand the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,the “Evaluation Date”). [Pursuant to exemptions available to the Company, the Company has not presented in its mostrecently filed periodic report under the Exchange Act the attestation of the certifying officers that the internal control over financialreporting of the Company was effective as of the Evaluation Date.] Since the Evaluation Date, there have been no changes in the internalcontrol over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materiallyaffected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) CertainFees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or willbe payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligationwith respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Sectionthat may be due in connection with the transactions contemplated by the Transaction Documents.

(u) InvestmentCompany. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not beor be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Companyshall conduct its business in a manner so that it will not become an “investment company” subject to registration under theInvestment Company Act of 1940, as amended.

(v) RegistrationRights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of anysecurities of the Company or any Subsidiary.

(w) Listingand Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Companyhas taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the OrdinaryShares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.Other than as disclosed in the SEC Reports, the Company has not, in the 12 (twelve) months preceding the date hereof, received noticefrom any Trading Market on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliancewith the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not inthe foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Ordinary Shares are currentlyeligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is currentin payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronictransfer.

(x) Applicationof Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicableany control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similaranti-takeover provision under the Company’s memorandum or articles of association (or similar charter documents) or the laws ofits place of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfillingtheir obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’sissuance of the Securities and the Purchasers’ ownership of the Securities.

(y) Disclosure.Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirmsthat neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any informationthat it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securitiesof the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, taken as awhole, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state anymaterial fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, notmisleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a wholedo not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary inorder to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. TheCompany acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactionscontemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z) NoIntegrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neitherthe Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or salesof any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to beintegrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market onwhich any of the securities of the Company are listed or designated.

(aa) Solvency.Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Companyof the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amountthat will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingentliabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business asnow conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements ofthe business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) thecurrent cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, aftertaking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities whensuch amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of anyfacts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganizationlaws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstandingsecured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. Forthe purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed by theCompany or a Subsidiary in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) allguaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or shouldbe reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiableinstruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any leasepayments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiaryis in default with respect to any Indebtedness.

(bb) Tax Status.Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income andfranchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and othergovernmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarationsand (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to theperiods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by thetaxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc) ForeignCorrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or otherperson acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreignor domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which theCompany is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants.The Company’s independent registered public accounting firm is TPS Thayer and Fortune CPA. To the knowledge and belief of the Company,such accounting firm is a registered public accounting firm as required by the Exchange Act.

(ee) AcknowledgmentRegarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solelyin the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of theirrespective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merelyincidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’sdecision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactionscontemplated hereby by the Company and its representatives.

(ff) AcknowledgmentRegarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (exceptfor Sections 3.2 (f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been askedby the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii)past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price ofthe Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions towhich any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares,and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any“derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage inhedging activities at various times during the period that the Securities are outstanding, including, without limitation, during theperiods that the value of the Pre-Funded Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedgingactivities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that thehedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitutea breach of any of the Transaction Documents.

(gg) RegulationM Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitatethe sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, anyof the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securitiesof the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placementof the Securities.

(ii) StockOption Plans. Each share option granted by the Company under the Company’s equity incentive plan was granted (i) in accordancewith the terms of such plan and (ii) with an exercise price established in accordance with the terms of such plan. No share option grantedunder the Company’s equity incentive plan has been backdated. The Company has not knowingly granted, and there is no and has beenno Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share optionswith, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial resultsor prospects.

(jj) Cybersecurity. (i)(x) To the Company’s knowledge, there has been no material security breach or other material compromise of or relating to anyof the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (includingthe data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipmentor technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notifiedof, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromiseto its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes andall judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies andcontractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Datafrom unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a MaterialAdverse Effect; and (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards tomaintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all ITSystems and Data.

(kk) Officeof Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employeeor affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign AssetsControl of the U.S. Treasury Department (“OFAC”).

(ll) U.S.Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaningof Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

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

(nn) MoneyLaundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicablefinancial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicablemoney laundering statutes and applicable rules and regulations thereunder (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 Companyor any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.2 Representationsand Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of thedate hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurateas of such date):

(a) Organization;Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standingunder the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability companyor similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwiseto carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by suchPurchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is aparty has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitutethe valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limitedby general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general applicationaffecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicablelaw.

(b) Understandingsor Arrangements. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser is acquiringsuch Securities as principal for his, her, or its own account and not with a view to or for distributing or reselling such Securitiesor any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributingany of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangementor understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the SecuritiesAct or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securitiespursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).

(c) PurchaserStatus. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on whichit exercises any Pre-Funded Warrants, it will either be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),(a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act, or a “qualified institutional buyer” as defined in Rule144(a) of under the Securities Act.

(d) Experienceof Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experiencein business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in theSecurities and, at the present time, is able to afford a complete loss of such investment.

(e) Accessto Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibitsand schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessaryof, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securitiesand the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, resultsof operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunityto obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessaryto make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither thePlacement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to theSecurities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makesany representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-publicinformation with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuanceof the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciaryto such Purchaser.

(f) CertainTransactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor hasany Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases orsales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser firstreceived a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricingterms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions ofsuch Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managersmanaging other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portionof assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Otherthan to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality ofall disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstandingthe foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g) Brokers.Except as set forth in the Preliminary Prospectus or Prospectus, no agent, broker, investment banker, person or firm acting in a similarcapacity on behalf of or under the authority of the Purchaser is or will be entitled to any broker’s or finder’s fee or anyother commission or similar fee, directly or indirectly, for which the Company or any of its Affiliates after the Closing could have anyliabilities in connection with this Agreement, any of the transactions contemplated by this Agreement, or on account of any action takenby the Purchaser in connection with the transactions contemplated by this Agreement.

(h) IndependentAdvice. Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Companyto the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice.

The Company acknowledges andagrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely onthe Company’s representations and warranties contained in this Agreement or any representations and warranties contained in anyother Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummationof the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitutea representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales orsimilar transactions in the future.

4.1 Legends.The Shares, the Pre-Funded Warrants and, if all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effectiveregistration statement to cover the issuance or resale of the Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise,the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereofthe Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effectiveor is not otherwise available for the sale or resale of the Shares, the Pre-Funded Warrants or the Warrant Shares, the Company shall promptlynotify the holders of the Pre-Funded Warrants in writing that such registration statement is not then effective and thereafter shall promptlynotify such holders when the registration statement is effective again and available for the sale or resale of the Shares, the Pre-FundedWarrants or the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue,or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shalluse best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the WarrantShares effective during the term of the Pre-Funded Warrants.

4.2 Furnishing of Information. Until the earlier of the time that no Purchaser owns Securities, the Company covenants to maintain theregistration of the Ordinary Shares under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respectthereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant tothe Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3 Integration.The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations ofany Trading Market in a manner that would require shareholder approval prior to the closing of such other transaction unless shareholderapproval is obtained before the closing of such subsequent transaction.

4.4 SecuritiesLaws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of thetransactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company representsto the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by theCompany or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, withoutlimitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effectiveupon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations underany agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, employees,Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any of their Affiliateson the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shallbe relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consultwith each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company norany Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company,with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press releaseof the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which casethe disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstandingthe foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing withthe Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as requiredby federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent suchdisclosure is required by law or Trading Market regulations in which case the Company shall, to the extent permitted by applicable law,provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaserregarding such disclosure.

4.5 ShareholderRights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaseris an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distributionunder a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchasercould be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documentsor under any other agreement between the Company and the Purchasers.

4.6 Non-PublicInformation. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on itsbehalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such informationand agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchasershall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, anyof its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-publicinformation to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall nothave any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliatesor agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respectiveofficers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of,such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any noticeprovided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or anySubsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a CurrentReport on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactionsin securities of the Company.

4.7 Useof Proceeds. The Company shall use the net proceeds from the sale of the Securities as set forth in the Prospectus Supplement.

4.8 Indemnificationof Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Personholding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaningof Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partnersor employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of suchtitle or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, courtcosts and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result ofor relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementor in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or theirrespective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactionscontemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations,warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any suchstockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party whichis finally judicially determined to constitute fraud, gross negligence or willful misconduct), or (c) in connection with any registrationstatement of the Company providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Pre-FundedWarrants, the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any andall losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred,arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement,any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out ofor relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein(in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, exceptto the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such PurchaserParty furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violationby the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connectiontherewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,such Purchaser Party shall promptly notify the Company in writing, and, the Company shall have the right to assume the defense thereofwith counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separatecounsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense ofsuch Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action thereis, in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and the positionof such Purchaser Party, in which case the Company shall be responsible for the reasonable and documented out-of-pocket fees and expensesof no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlementby a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breachof any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other TransactionDocuments as determined by a final, non-appealable judgment of a court of competent jurisdiction. The indemnification required by thisSection 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when billsare received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right ofany Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.9 Reservationof Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available atall times, free of preemptive rights, a sufficient number of shares of Ordinary Shares for the purpose of enabling the Company to issueShares pursuant to this Agreement and Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded Warrants.

4.10 Listing of Ordinary Shares. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation ofthe Ordinary Shares on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall applyto list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares on suchTrading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, itwill then include in such application all of the Shares and Pre-Funded Warrant Shares, and will take such other action as is necessaryto cause all of the Shares and Pre-Funded Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible.The Company will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Marketand will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the TradingMarket. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Companyor another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Companyor such other established clearing corporation in connection with such electronic transfer.

4.13 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paidto any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same considerationis also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separateright granted to each Purchaser by the Company and negotiated separately by each Purchaser and is intended for the Company to treat thePurchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,disposition or voting of Securities or otherwise.

4.14 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neitherit nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including ShortSales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such timethat the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described inSection 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactionscontemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4,such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the DisclosureSchedules (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anythingcontained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that thetransactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordancewith applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announcedpursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or dutynot to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors,employees, Affiliates or agents, including, without limitation, the Placement Agent, after the issuance of the initial press release asdescribed in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle wherebyseparate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledgeof the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant setforth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decisionto purchase the Securities covered by this Agreement.

4.15 Lock-Up Agreements. The Companyshall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements (or any substantially similar lock-up agreementssigned by transferees of the initial parties to the Lock-Up Agreements) except to extend the term of the lock-up period and shall enforcethe provisions of each Lock-Up Agreement (or any substantially similar lock-up agreements signed by transferees of the initial partiesto the Lock-Up Agreements) in accordance with its terms. If any party to a Lock-Up Agreement (or any substantially similar lock-up agreementssigned by transferees of the initial parties to the Lock-Up Agreements) breaches any provision of such agreement, the Company shall promptlyuse its best efforts to seek specific performance of the terms of such agreement.

4.16 ExerciseProcedures. The forms of Notice of Exercise included in the Pre-Funded Warrants set forth the totality of the procedures requiredof the Purchasers in order to exercise the Pre-Funded Warrants. No additional legal opinion, other information or instructions shall berequired of the Purchasers to exercise their Pre-Funded Warrants. Without limiting the preceding sentences, no ink-original Notice ofExercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise formbe required in order to exercise the Pre-Funded Warrants. The Company shall honor exercises of the Pre-Funded Warrants and shall deliverPre-Funded Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoeveron the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummatedon or before the fifth (5^th) Trading Day following the date hereof; provided, however, that no such terminationwill affect the right of any party to sue for any breach by any other party (or parties).

5.2 Feesand Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expensesof its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, withoutlimitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice deliveredby a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 EntireAgreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsand understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writingand shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is deliveredvia email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York Citytime) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via emailattachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30p.m. (New York City time) on any Trading Day, (c) the second (2^nd) Trading Day following the date of mailing, if sent by U.S.nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. Theaddress for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any noticeprovided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or anySubsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

5.5 Amendments;Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, inthe case of an amendment, by the Company and Purchasers who purchased at least 50.1% in interest of the Shares and Pre-Funded Warrantsbased on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver,by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionatelyand adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemedto be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirementhereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaserrelative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affectedPurchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities andthe Company.

5.6 Headings.The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect anyof the provisions hereof.

5.7 Successorsand Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (otherthan by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns ortransfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, bythe provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 NoThird-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Companyin Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit ofthe parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof beenforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governedby and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflictsof law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courtssitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sittingin the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transactioncontemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocablywaives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any suchcourt, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waivespersonal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registeredor certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under thisAgreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained hereinshall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Actionor Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered oneand the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail deliveryof a “.pdf” format data file including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform ElectronicTransactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method,such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) withthe same force and effect as if such “.pdf” signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction tobe invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shallremain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commerciallyreasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated bysuch term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they wouldhave executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declaredinvalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisionsof) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Documentand the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind orwithdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in wholeor in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of anexercise of a Pre-Funded Warrant, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescindedexercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares andthe restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Pre-Funded Warrant (including,issuance of a replacement warrant certificate evidencing such restored right).

5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory tothe Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall alsopay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree thatmonetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the TransactionDocuments and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that aremedy at law would be adequate.

5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Documentor a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exerciseor any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by orare required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any suchrestoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effectas if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Documentare several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performanceor non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any otherTransaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers asa partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any wayacting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchasershall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreementor out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party inany Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation ofthe Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicatewith the Company through Sichenzia Ross Ference Carmel LLP. Sichenzia Ross Ference Carmel LLP does not represent any of the Purchasersand only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documentsfor the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understoodand agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.18 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right requiredor granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding BusinessDay.

5.19 Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the TransactionDocuments is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amountshave been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amountsare due and payable shall have been canceled.

5.20 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revisethe Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved againstthe drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, eachand every reference to share prices and Ordinary Shares any Transaction Document shall be subject to adjustment for reverse and forwardshare splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that occur after the date of thisAgreement.

5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

IN WITNESS WHEREOF, the partieshereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date firstindicated above.

IN WITNESS WHEREOF, the undersignedhave caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicatedabove.

Signature of Authorized Signatory of Purchaser:_________________________________

Email Address of Authorized Signatory: _________________________________________

☐Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed topurchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Companyto sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closingshall occur on the first (1^st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplatedby this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of anyagreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be anunconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or thelike or purchase price (as applicable) to such other party on the Closing Date.

Wenzhou, China, July 25, 2025 -- ErayakPower Solution Group Inc.. (NASDAQ: RAYA) (“Erayak” or the “Company”), a leading manufacturer, designer, andexporter of high-quality products in the power supply industry, today announced that it has entered into a securities purchaseagreement with certain institutional investors for the purchase and sale of an aggregate of 30,612,246of the Company’s Class Aordinary shares, par value $0.0001 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase priceof $0.098 per share in a registered direct offering. The purchase price for the pre-funded warrants is identical to the purchaseprice for Shares, less the exercise price of $0.0001 per share.

The aggregate gross proceeds to the Company ofthis offering are expected to be approximately $3 million. The transaction is expected to close on or about July 28, 2025, subject tothe satisfaction of customary closing conditions.

The registered direct offering is being made pursuantto a shelf registration statement on Form F-3 (File No. 333-278347) previously filed by the Company and declared effective by the U.S.Securities and Exchange Commission (“SEC”) on May 16, 2024.

The offering is being made only by means of aprospectus supplement and accompanying prospectus. The prospectus supplement describing the terms of the public offering will be filedwith the SEC prior to the closing and will form a part of the effective registration statement, available on the SEC’s website locatedat http://www.sec.gov.

Copies of the prospectus supplement and accompanyingprospectus relating to the offering may be obtained from Craft Capital Management, 377 Oak St., Lower Concourse, Garden City, NY 11530,Attention: Syndicate Dept.; email: info@craftcm.com

This press release shall not constitute an offerto sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or otherjurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities lawsof any such state or other jurisdiction.

Erayak specializes in the manufacturing, researchand development, and wholesale and retail of power solution products. Erayak’s product portfolio includes sine wave and off-gridinverters, inverter and gasoline generators, battery and smart chargers, and custom-designed products. Our products are used principallyin agricultural and industrial vehicles, recreational vehicles, electrical appliances, and outdoor living products. Our goal is to bethe premier power solutions brand and a solution for mobile life and outdoor living. For more information, visit www.erayakpower.com.

This press release contains forward-looking statements.In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-lookingstatements on our expectations and projections about future events, which we derive from the information currently available to us. Suchforward-looking statements relate to future events or our future performance, including: our financial performance and projections; ourgrowth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those thatare not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,”“anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,”“predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating theseforward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our abilityto keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors maycause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. Theforward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may notoccur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are notobligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-lookingevents discussed in this press release and other statements made from time to time by us or our representatives might not occur.

Erayak Power Solution Group Inc Closing of $3 Million Registered Direct Offering

Wenzhou, China, July 28, 2025 -- Erayak PowerSolution Group Inc. (NASDAQ: RAYA) (“Erayak” or the “Company”), a leading manufacturer, designer, and exporter ofhigh-quality products in the power supply industry, today announced the closing of its previously announced registered direct offeringwith certain institutional investors for the sale and purchase of an aggregate of 30,612,246 of the Company’s Class A ordinary shares,par value $0.0001 per share (the “Shares”) (or Class A ordinary share equivalents in lieu thereof) in a registered directoffering at a purchase price of $0.098 per share. The purchase price for the pre-funded warrants was $0.098 to the purchase price for Shares,less the exercise price of $0.0001 per share.

The gross proceeds to the Company from the registereddirect offering are estimated to be approximately $3 million, before deducting the placement agent’s fees and other estimated offeringexpenses.

Craft Capital Management LLC acted as the soleplacement agent for the offering. Ortoli Rosenstadt LLP acted as counsel to the Company and Sichenzia Ross Ference Carmel LLP acted ascounsel to Craft Capital Management LLC.

The offering of the securities describedabove were offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-278347) filedby the Company with the U.S. Securities and Exchange Commission (“SEC”) and declared effective by the SEC on May 16, 2024,and the accompanying prospectus contained therein.

The offering was made only by means of a prospectussupplement and accompanying prospectus. The prospectus supplement describing the terms of the public offering was filed with the SEC.Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained on the SEC’s websiteat http://www.sec.gov or by contacting Craft Capital Management, 377 Oak St., Lower Concourse, Garden City, NY 11530, Attention: SyndicateDept.; email: info@craftcm.com.

This press release shall not constitute an offerto sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securitiesin any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification underthe securities laws of any such state or jurisdiction.

This press release contains forward-looking statementsregarding the Company’s current expectations. These statements are not guarantees of future performance and are subject to certainrisks and uncertainties described more fully in the Company’s filings with the SEC. Forward-looking statements are made as of thisdate, and the Company undertakes no duty to update them, except as required by law.

Exhibit No.		Description
4.1		Form of Placement Agent Warrant
4.2		Form of Pre-Funded Warrant
5.1		Opinion of Harney Westwood & Riegels
5.2		Opinion of Ortoli Rosenstadt LLP
10.1		Form of Securities Purchase Agreement, dated July 25, 2025, by and among the Company and the purchasers thereto
23.1		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.2		Consent of Ortoli Rosenstadt LLP (included in Exhibit 5.2)
99.1		Press Release on Pricing of the Company’s Registered Direct Offering
99.2		Press Release on Closing of the Company’s Registered Direct Offering

	ERAYAK Power Solution Group Inc.

	By:	/s/ Lingyi Kong
	Name:	Lingyi Kong
	Title:	Chief Executive Officer

	ERAYAK POWER SOLUTION GROUP INC.

	By:
	Name:
	Title:	Chief Executive Officer

Name:
		(Please Print)

Address:
		(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:_______________________

Holder’s Address:_______________________

	ERAYAK POWER SOLUTION GROUP INC.

	By:
		Name:
		Title:

	7.	The Pre-Funded Warrants;

	8.	The form of the Placement Agent Warrants;

ERAYAK POWER SOLUTION GROUP INC.			Address for Notice:
			No. 528, 4th Avenue No. 528, 4th Avenue
			Binhai Industrial Park
			Wenzhou, Zhejiang Province
			People’s Republic of China 325025
By:	/s/ Lingyi Kong		E-Mail: corykong@erayaktech.com
	Name:	Lingyi Kong
	Title:	CEO