UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-42597

Webull Corporation

200 Carillon Parkway
St. Petersburg, Florida 33716

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM6-K

Completion of Incentive Warrant Redemption

On June 30, 2025, Webull Corporation(the “Company”) redeemed all of its outstanding incentive warrants (the “Incentive Warrants”) to purchase sharesof the Company’s Class A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”), at an exercise of $10.00per share. Prior to the redemption, a total of 20,453,945 Incentive Warrants were exercised, resulting in aggregate gross proceeds tothe Company of $204.5 million. The remaining 459,144 Incentive Warrants that were not exercised on or prior to June 30, 2025 were redeemedat $0.01 per warrant. As of July 1, 2025, no Incentive Warrants remain issued or outstanding.

Entry into a Standby Equity Purchase Agreement

On July 1, 2025 (the “EffectiveDate”), the Company, entered into a standby equity purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd.(“Yorkville”), pursuant to which the Company shall have the right, but not the obligation, to issue to Yorkville, and Yorkvilleshall have the obligation to subscribe for, Ordinary Shares for an aggregate subscription amount of up to $1.0 billion (the “CommitmentAmount”), at any time during the commitment period of 36 months from the Effective Date (each such occurrence, an “Advance”),subject to the restrictions and satisfaction of the conditions in the Purchase Agreement.

Each Ordinary Share to beissued to Yorkville from time to time under the Purchase Agreement will be issued at 97.5% of the Market Price (as defined below) forthe trading day on which an Advance notice (each such notice, an “Advance Notice”) is delivered by the Company to Yorkville,commencing upon confirmation of such receipt by Yorkville and ending at 4:00 p.m. New York City time on that same trading day (“PricingPeriod”). “Market Price” is defined as the volume weighted average trading price of the Ordinary Shares on the NasdaqStock Market (“Nasdaq”) during the relevant Pricing Period. In connection with an Advance, if the total trading volume ofthe Company’s Ordinary Shares on Nasdaq during the applicable Pricing Period is below the Volume Threshold (as defined below), thenumber of Ordinary Shares issued and sold pursuant to such Advance Notice will be reduced to the greater of (a) 30% of the trading volumeduring such period, or (b) the number of Ordinary Shares sold by Yorkville, but in each case not to exceed the amount requested in theAdvance Notice. The “Volume Threshold” means a number of Ordinary Shares equal to the quotient of (a) the number of OrdinaryShares requested to be sold by the Company in an Advance Notice divided by (b) 0.30. There is no limit on the timing or frequency withwhich the Company may deliver to Yorkville an Advance Notice, provided that the Company shall have delivered all Ordinary Shares relatingto all prior Advance Notices before issuing a new Advance Notice.

The Advances are subject tocertain limitations, including that Yorkville will not be obligated to (a) subscribe for or acquire any Ordinary Shares which, when aggregatedwith all other Ordinary Shares beneficially owned by Yorkville under the Purchase Agreement, would result in the beneficial ownershipof more than 4.99% of the then outstanding voting power or number of Ordinary Shares at the time of an Advance (the “Ownership Limitation”),or (b) acquire since the Effective Date under the Purchase Agreement more than 19.99% of the aggregate number of Ordinary Shares issuedand outstanding (i.e. 96,891,594 Ordinary Shares), subject to certain adjustments (the “Exchange Cap”). The Exchange Cap willnot apply under certain circumstances, including, (a) where the Company has obtained shareholder approval for issuances of Ordinary Sharesin excess of the Exchange Cap in accordance with the rules of Nasdaq or where such issuances do not require shareholder approval underNasdaq’s “minimum price rule” or (b) if the Company takes actions to adopt a home country practice that would allowthe Company to issue Ordinary Shares pursuant to the Purchase Agreement without regard to the limitations imposed by Nasdaq Rule 5635(d).In addition, an Advance cannot exceed the number of Ordinary Shares registered for resale by Yorkville under a resale registration statementthen in effect.

In connection with entry intothe Purchase Agreement, the Company agreed to pay Yorkville a structuring fee in the amount of $25,000. In addition, as considerationfor Yorkville’s subscription commitment, the Company will pay a commitment fee equal to 0.20% of the Commitment Amount (the “CommitmentFee”) in the form of 159,236 Ordinary Shares, which is based on the closing price of the Webull Class A Ordinary Shares on Nasdaqon the Effective Date (the “Commitment Shares”). The Commitment Shares shall be issued to Yorkville within three businessdays from the Effective Date.

The Purchase Agreement willterminate automatically on the earlier of July 1, 2028 or when Yorkville has subscribed for Ordinary Shares equal to the Commitment Amountin accordance with the terms of the Purchase Agreement. In addition, the Company has the right to unilaterally terminate the PurchaseAgreement upon two trading days’ prior written notice to Yorkville, provided that (i) there are no outstanding Advance Noticesunder which Ordinary Shares have yet to be issued, and (ii) the Company has paid all amounts owed to Yorkville pursuant to the PurchaseAgreement, including the Commitment Fee. Yorkville has covenanted not to engage in any direct or indirect short selling of Ordinary Sharesduring the term of the Purchase Agreement.

This Report on Form 6-K (this“Report”) shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the Ordinary Sharesin 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.

The Purchase Agreement containscustomary representations, warranties, covenants, closing conditions and indemnification provisions. Sales of Ordinary Shares under thePurchase Agreement may commence only after certain conditions have been satisfied, including the effectiveness of a resale registrationstatement on Form F-1 to be filed by the Company covering the resale of the Ordinary Shares issued or to be sold by the Companyto Yorkville under the Purchase Agreement.

The proceeds from the saleof the Ordinary Shares by the Company to Yorkville shall be used by the Company in the manner as will be set forth in the Prospectus includedin any registration statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the PurchaseAgreement.

The foregoing descriptionof the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement,the form of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

This Report and Exhibits 99.1and 99.2 to this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by referencein any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such future filing.

EXHIBIT INDEX

Forward-Looking Statements

This Report includes “forward-looking statements”within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.All statements other than statements of historical fact contained in this report or other statements of the Company are forward-lookingstatements, including statements related to the sales and offering proceeds in connection with the execution of the Purchase Agreement.Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,”“suggests,” “plan,” “believe,” “predict,” “potential,” “seek,”“future,” “propose,” “continue,” “intend,” “estimates,” “targets,”“projects,” “should,” “could,” “would,” “may,” “will,” “forecast”or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain suchterminology.

All forward-looking statements are based uponcurrent estimates and forecasts and reflect the reasonable views, assumptions, expectations, and opinions of the Company and its managementas of the date of this report, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currentlyknown to the Company and its management and could cause actual results to differ materially from those expressed or implied by such forward-lookingstatements. Some of these factors include, but are not limited to: (1) the ability of the Company to grow and manage growth profitably,maintain relationships and deepen engagement with users, customers and suppliers, and retain its management and key employees; (2) thereliance of key functions of the Company’s business on third-parties and the risk that the Company’s platform and systemsrely on software and applications that are highly technical and may contain undetected errors that could result in unexpected networkinterruptions, failures, security breaches, or computer virus attacks; (3) the risks associated with the Company’s global operationsand continued global expansion, including, but not limited to, the risks related to complex or constantly evolving political or regulatoryenvironments that may result in substantial costs or require adverse changes to the Company’s business practices; (4) the Company’sestimates of expenses and costs, of profitability or of other operational and financial metrics as well as the Company’s expectationsregarding demand for and market acceptance of its products and service; (5) the Company’s reliance on trading related income, includingpayment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similar practices; (6) the Company’sexposure to fluctuations in interest rates, rapidly changing interest rate environments, volatile prices of securities and digital assetsand their respective trading volumes; (7) the Company’s reliance on a limited number of market makers and liquidity providers togenerate a large portion of its revenues, and the negative impact of the loss of any of those market makers or liquidity providers; (8)the effects of competition in the Company’s industry and the Company’s need to constantly innovate and invest in new markets,products, technologies or services to retain, attract and deepen engagement with users; (9) changes in international trade policies andtrade disputes that could result in tariffs, taxes or other protectionist measures adversely affecting our business; (10) risks relatedto general political, economic and business conditions globally and in jurisdictions where the Company operates; (11) risk of furtheractions taken by various government bodies in the United States that have made the Company the subject of inquiries and investigationsrelating to concerns about our connections to China; (12) the risk that the failure to protect customer data and privacy or to preventsecurity breaches relating to the Company’s platform could result in economic loss, damage to its reputation, deter customers fromusing its products and services, and expose it to legal penalties and liability; (13) risks related to the Company’s need as a regulatedfinancial services company to develop and maintain effective compliance and risk management infrastructures as well as to maintain capitallevels required by regulators and self-regulatory organizations; (14) the ability to meet, or continue to meet, stock exchange listingstandards; (15) the possibility of adverse developments in pending or new litigation and regulatory investigations; (16) our ability tomeet conditions precedents to issue Ordinary Shares to Yorkville under the Purchase Agreement and the fact that there can be no guaranteeof how many Ordinary Shares will be sold under the Purchase Agreement, if any at all; (17) risks related to significant disruptions inthe cryptocurrency market that negatively impacts user engagement with cryptocurrency trading on our platform; (18) political, regulatoryor economic changes that affect cryptocurrencies, including changes in the governance of a cryptocurrency; and (19) other risks and uncertaintiesthat are more fully described in filings made, or to be made, by the Company with the SEC, including in the sections entitled “RiskFactors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC. Theforegoing list of factors is not exhaustive. Reported results should not be considered an indication of future performance. There maybe additional risks that the Company and its management presently do not know about or that the Company and its management currently believeare immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In lightof these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur, and anyestimates, assumptions, expectations, forecasts, views or opinions set forth in this report should be regarded as preliminary and forillustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. The Company assumesno obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, futureevents, or otherwise, except as required by law. 

SIGNATURE

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

Exhibit 99.1

Webull Announces$1 Billion Standby Equity Agreement

Company intends on opportunistically using capital for key growth initiatives

ST. PETERSBURG, Fla., July 3, 2025 /PRNewswire/-- Webull Corporation (Nasdaq: BULL) (“Webull” or the “Company”), theowner of the Webull online investment platform, announced today that it has secured an important financing option by entering into a standbyequity purchase agreement (“Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors (“Yorkville”).Subject to certain customary conditions, the Purchase Agreement grants Webull the option, at its sole discretion, to issue up to $1.0billion in Class A ordinary shares to Yorkville over three years. The per share subscription price Yorkville will pay for the shares willbe a 2.5% discount to the Market Price (as that term is defined in the Purchase Agreement) during each one-day pricing period electedby the Company. Webull intends to use the Purchase Agreement strategically to raise and deploy capital, using as little or as much ascircumstances warrant, when market conditions and business opportunities justify doing so.

“With access to capital available throughthe Purchase Agreement, Webull is well positioned to pursue new growth opportunities, such as product expansion, new asset classes, andgeographic expansion,” said Anthony Denier, Group President and U.S. CEO of Webull. “As we survey the evolving market landscapeand consider next-generation technologies in the space such as stable coins and real-world asset tokenization, access to capital willbe critical to our ability to innovate and compete on the cutting edge going forward.”

About WebullCorporation 

Webull Corporation (NASDAQ: BULL)owns and operates Webull, a leading digital investment platform built on next-generation global infrastructure. Through its global networkof licensed brokerages, Webull offers investment services in 14 markets across North America, Asia Pacific, Europe, and Latin America.Webull serves more than 24 million registered users globally, providing retail investors with 24/7 access to global financial markets.Users can put investment strategies to work by trading global stocks, ETFs, options, futures, fractional shares, and digital assets throughWebull’s trading platform, which seamlessly integrates market data and information, its user community, and investor education resources.Learn more at www.webullcorp.com. Youmay also access certain information on Webull and its securities on the website of the SEC at http://www.sec.gov,where Webull will, among others, be filing reports, such as Reports on Form 6-K and its Annual Report on Form 20-F.  

Cautionary Note Regarding Forward-Looking Statements 

This press release includes “forward-lookingstatements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation ReformAct of 1995. All statements other than statements of historical fact contained in this press release or other statements of the Companyare forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including“anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,”“potential,” “seek,” “future,” “propose,” “continue,” “intend,”“estimates,” “targets,” “projects,” “should,” “could,” “would,”“may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminologyalthough not all forward-looking statements contain such terminology. 

All forward-looking statements are based uponcurrent estimates and forecasts and reflect the reasonable views, assumptions, expectations, and opinions of the Company and its managementas of the date of this press release, and are therefore subject to a number of factors, risks and uncertainties, some of which are notcurrently known to the Company and its management and could cause actual results to differ materially from those expressed or impliedby such forward-looking statements. Some of these factors include, but are not limited to: (1) the ability of the Company to grow andmanage growth profitably, maintain relationships and deepen engagement with users, customers and suppliers, and retain its managementand key employees; (2) the reliance of key functions of the Company’s business on third-parties and the risk that the Company’splatform and systems rely on software and applications that are highly technical and may contain undetected errors that could result inunexpected network interruptions, failures, security breaches, or computer virus attacks; (3) the risks associated with the Company’sglobal operations and continued global expansion, including, but not limited to, the risks related to complex or constantly evolving politicalor regulatory environments that may result in substantial costs or require adverse changes to the Company’s business practices;(4) the Company’s estimates of expenses and costs, of profitability or of other operational and financial metrics as well as theCompany’s expectations regarding demand for and market acceptance of its products and service; (5) the Company’s relianceon trading related income, including payment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similarpractices; (6) the Company’s exposure to fluctuations in interest rates, rapidly changing interest rate environments, volatile pricesof securities and digital assets and their respective trading volumes; (7) the Company’s reliance on a limited number of marketmakers and liquidity providers to generate a large portion of its revenues, and the negative impact of the loss of any of those marketmakers or liquidity providers; (8) the effects of competition in the Company’s industry and the Company’s need to constantlyinnovate and invest in new markets, products, technologies or services to retain, attract and deepen engagement with users; (9) changesin international trade policies and trade disputes that could result in tariffs, taxes or other protectionist measures adversely affectingour business; (10) risks related to general political, economic and business conditions globally and in jurisdictions where the Companyoperates; (11) risk of further actions taken by various government bodies in theUnited States that have made the Company the subject of inquiriesand investigations relating to concerns about our connections to China;(12) the risk that the failure to protect customer data and privacy or to prevent security breaches relating to the Company’s platformcould result in economic loss, damage to its reputation, deter customers from using its products and services, and expose it to legalpenalties and liability; (13) risks related to the Company’s need as a regulated financial services company to develop and maintaineffective compliance and risk management infrastructures as well as to maintain capital levels required by regulators and self-regulatoryorganizations; (14) the ability to meet, or continue to meet, stock exchange listing standards; (15) the possibility of adverse developmentsin pending or new litigation and regulatory investigations; (16) our ability to meet conditions precedents to issue Class A ordinary sharesto Yorkville under the Purchase Agreement and the fact that there can be no guarantee of how many Class A ordinary shares will be soldunder the Purchase Agreement, if any at all; (17) risks related to significant disruptions in the cryptocurrency market that negativelyimpacts user engagement with cryptocurrency trading on our platform; (18) political, regulatory or economic changes that affect cryptocurrencies,including changes in the governance of a cryptocurrency; and (19) other risks and uncertainties that are more fully described in filingsmade, or to be made, by the Company with the SEC, including in the sections entitled “Risk Factors” and “CautionaryNote Regarding Forward-Looking Statements” in the Company’s filings with the SEC. The foregoing list of factors is not exhaustive.Reported results should not be considered an indication of future performance. There may be additional risks that the Company and itsmanagement presently do not know about or that the Company and its management currently believe are immaterial that could also cause actualresults to differ materially from those contained in the forward-looking statements. In light of these factors, risks and uncertainties,the forward-looking events and circumstances discussed in this press release may not occur, and any estimates, assumptions, expectations,forecasts, views or opinions set forth in this press release should be regarded as preliminary and for illustrative purposes only andaccordingly, undue reliance should not be placed upon the forward-looking statements. The Company assumes no obligation and does not intendto update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as requiredby law. 

Webull Investor Relations
ir@webullcorp.com

Webull Media Relations
5W Public Relations
Nicholas Koulermos
Webull@5WPR.com
(212) 999 - 5585 

Exhibit 99.2

STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASEAGREEMENT (this “Agreement”) dated as of July 1, 2025 is made by and between YA II PN, LTD., a Cayman Islandsexempt limited company (the “Investor”), and WEBULL CORPORATION, a Cayman Islands exempt company (the “Company”).The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Partiesdesire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to theInvestor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $1.0 billion of the Company’sClass A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”), subject to the Exchange Cap (as definedbelow), to the extent applicable, at a Purchase Price (as defined in Annex I hereto) that shall be determined in accordance withthis Agreement;

WHEREAS, the OrdinaryShares are listed for trading on Nasdaq (as defined in Annex I hereto) under the symbol “BULL;”

WHEREAS, the offerand sale of the Ordinary Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, asamended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemptionfrom the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be madehereunder; and

WHEREAS, in considerationof the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares pursuantto and in accordance with Section 11.04.

NOW, THEREFORE,the Parties hereto agree as follows:

Article I. Certain Definitions

Capitalized terms used inthis Agreement shall have the meanings ascribed to such terms in Annex I hereto, which is hereby made a part hereof, or as otherwiseset forth in this Agreement.

Article II. Advances

Section 2.01 Advances;Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its solediscretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from theCompany, Advance Shares by the delivery to the Investor of Advance Notices on the following terms:

Section 2.02 Closings.The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soonas practicable on or after each Advance Date in accordance with the procedures set forth below. The Parties acknowledge that the PurchasePrice is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound to purchase the AdvanceShares covered by the applicable Advance Notice) but shall be determined on each Closing based on the daily prices of the Ordinary Sharesthat are the inputs to the determination of the Purchase Price as set forth further below (provided that for the purposes of determiningthe daily VWAP for any Trading Day, the Parties may use only a specified period within a Trading Day upon mutual consent). In connectionwith each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

Section 2.03 Hardship.

Section 2.04 Completionof Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed thesubsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company in writing (whichmay be by e-mail) that all subsequent resales are completed and the Company will be under no further obligation to maintain the effectivenessof the Registration Statement. Additionally, provided the Investor does not hold any Advance Shares, the Company shall have no furtherobligation to maintain the effectiveness of any Registration Statement after the 90th day following the earlier to occur of the latestClosing that has occurred and the termination of this Agreement in accordance with its terms.

Article III. Representationsand Warranties of the Investor

The Investor represents andwarrants to the Company, as of the date hereof, as of each Advance Notice Date and as of each Advance Date that:

Section 3.01 Organizationand Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands andhas the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents to which itis a party and to purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution and deliveryof the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder andthe consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no further consent or authorizationor other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the TransactionDocuments to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the TransactionDocuments to which it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereofand acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against theInvestor in accordance with its terms.

Section 3.02 Evaluationof Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating themerits and risks of, and bearing the economic risks entailed by, an investment in the Shares of the Company and of protecting its interestsin connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involvesa high degree of risk, and that the Investor may lose all or a part of its investment.

Section 3.03 No Legal,Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the Transaction Documentsand the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax advisors. The Investoris relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’srepresentatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Shares hereunder,the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may loseall or a part of its investment.

Section 3.04 InvestmentPurpose. The Investor is acquiring the Shares for its own account, for investment purposes and not with a view towards, or for resalein connection with, the public sale or distribution thereof in violation of the Securities Act or any applicable state securities laws; provided, however,that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Sharesfor any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to,a Registration Statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presentlyhave any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor isacquiring the Shares hereunder in the ordinary course of its business. The Investor acknowledgesthat it will be disclosed as an “underwriter” and a “selling shareholder” in each Registration Statement and inany prospectus contained therein to the extent required by applicable law and to the extent the prospectus is related to the resale ofRegistrable Securities. In addition, the Investor is acquiring the Commitment Shares for its own account and not with a view towardsthe public sale or distribution thereof. The Investor understands that the Commitment Shares have not been registered under the SecuritiesAct and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available.

Section 3.05 AccreditedInvestor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

Section 3.06 Relianceon Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from theregistration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth andaccuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandingsof the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquirethe Shares.

Section 3.07 Information.The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances andoperations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and itsadvisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have receivedanswers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors(and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’srepresentations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to theInvestor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employeesor any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understandsthat its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considerednecessary to make an informed investment decision with respect to the transactions contemplated hereby.

Section 3.08 Not an Affiliate.The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlledby, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule405 promulgated under the Securities Act). During the Commitment Period, the Investor will not acquire for its own account any OrdinaryShares or securities exercisable for or convertible into Ordinary Shares, other than pursuant to this Agreement or pursuant to any transactionentered into directly with the Company.

Section 3.09 Trading Activities.The Investor’s trading activities with respect to the Shares shall be in compliance with all applicable federal and state securitieslaws, rules and regulations and the rules and regulations of the Principal Market.

Section 3.10 No PriorShort Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective officers, orany entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly,for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the ExchangeAct) of the Ordinary Shares or (ii) hedging transaction, in either case which establishes a net short position with respect to the OrdinaryShares that remains in effect as of the date of this Agreement.

Section 3.11 General Solicitation.Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any formof general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Sharesby the Investor. The Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation or general advertising(within the meaning of Regulation D) in connection with any offer or sale of the Shares.

Section 3.12 Free WritingProspectus. The Investor shall not take any action that would result in the Investor or the Company being required to file with theSEC pursuant to Rule 433(d) under the Securities Act a free writing prospectus.

Section 3.13 No Conflict.The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplatedhereby do not and shall not (i) result in a violation of such Investor’s applicable organizational instruments, (ii) conflict with,constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rightsof termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license,lease agreement, instrument or obligation to which the Investor is a party or is bound, or (iii) result in a violation of any federal,state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicableto the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), forsuch conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate,prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations underthis Agreement.

Section 3.14 No GovernmentalReview. The Investor understands that no United States federal or state agency or any other government or governmental agency haspassed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor havesuch authorities passes upon or endorsed the merits of the offering of the Shares.

Section 3.15 Resale ofShares. The Investor represents, warrants and covenants that it will resell the Shares only pursuant to a Registration Statement inwhich the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution”in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations,including, without limitation, any applicable prospectus delivery requirements of the Securities Act, unless an exemption from registrationunder the Securities Act, in the opinion of counsel, is available.

Section 3.16 Availabilityof Funds. The Investor has sufficient cash available to enable it to pay the full Commitment Amount pursuant to the terms of the Agreementand to make all other necessary payments by it in connection with the transactions contemplated hereby.

Article IV. Representationsand Warranties of the Company

Except as set forth in theSEC Documents, the Company represents and warrants to the Investor that, as of the date hereof, each Advance Notice Date and each AdvanceDate (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as writtenas of such certain date):

Section 4.01 Organizationand Qualification. The Company and each of its Subsidiaries are entities duly organized and validly existing and in good standingunder the laws of their respective jurisdiction of organization, and have the requisite power and authority to own their properties andto carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is ingood standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualificationnecessary, except to the extent that the failure to be so qualified or be in good standing has not had and would not be reasonably expectedto have, individually or in the aggregate, a Material Adverse Effect.

Section 4.02 Authorization,Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and performits obligations under this Agreement and the other Transaction Documents to which it is a party and to issue the Shares in accordancewith the terms hereof and thereof. Other than any shareholder approval required for any issuance of the Ordinary Shares exceeding theExchange Cap hereunder and to the extent the Company is not eligible to rely on the Home Country Practice, the execution and deliveryby the Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation by the Company of thetransactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect toconsummation) will be duly authorized by the Company’s board of directors and no further consent or authorization will be requiredby the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which the Company isa party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution anddelivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and bindingobligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability maybe limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other lawsrelating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnificationand to contribution may be limited by federal or state securities law.

Section 4.03 Authorizationof the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuantto an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or aduly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, duly and validlyauthorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim,including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will beregistered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof set forth in orincorporated into the Prospectus.

Section 4.04 No Conflict.The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactionscontemplated hereby and thereby (including, without limitation, the issuance of the Ordinary Shares) will not (i) result in a violationof the articles of incorporation or other organizational documents of the Company (with respect to consummation, as the same may be amendedprior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, or constitute a default (oran event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violationof any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to theCompany or by which any property or asset of the Company is bound or affected except, in the case of clause (ii) or (iii) above, to theextent such violations have not had and would not be reasonably expected to have, individually or in the aggregate, a Material AdverseEffect.

Section 4.05 SEC Documents;Financial Statements. Since the Company has been subject to the requirements of Section 12 of the Exchange Act, the Company has filedall reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act, including,without limitation, the Current Report, each Registration Statement, as the same may be amended from time to time, the Prospectus containedtherein and each Prospectus Supplement thereto, and all information contained in such filings and all documents and disclosures that havebeen or may in the future be incorporated by reference therein (all such documents hereinafter referred to as the “SEC Documents”)and all such filings required to be filed within the last 12 months (or since the Company has been subject to the requirements of Section12 of the Exchange Act, if shorter) have been made on a timely basis (giving effect to permissible extensions in accordance with Rule12b-25 under the Exchange Act). The Company has delivered or made available to the Investor through the SEC’s website at http://www.sec.gov,true and complete copies of the SEC Documents, as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents,as of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such amended or superseded filing),each of the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable,and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statementof a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,in the light of the circumstances under which they were made, not misleading.

Section 4.06 FinancialStatements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, togetherwith the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company andthe Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’ equityof the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the SecuritiesAct and Exchange Act and in conformity in all material respects with generally accepted accounting principles in the United States (“GAAP”),in each case as in effect at the time of filing, applied on a consistent basis (except for (i) such adjustments to accounting standardsand practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statementsmay not include footnotes required by GAAP or may be condensed or summary statements, (iii) such adjustments which are not material, eitherindividually or in the aggregate, (iv) as may be otherwise specified in such financial statements or notes thereto, and (v) ordinary course,year-end audit adjustments) during the periods involved; the other financial and statistical data with respect to the Company and theSubsidiaries contained or incorporated by reference in the SEC Documents are accurately and fairly presented in all material respectsand prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements(historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not included orincorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent (includingany off-balance sheet obligations), not described in the SEC Documents; and all disclosures contained or incorporated by reference inthe SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC)comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extentapplicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documentshas been prepared in all material respects in accordance with the SEC’s rules and guidelines applicable thereto.

Section 4.07 RegistrationStatement and Prospectus. Each Registration Statement and the offer and sale of Shares as contemplated hereby, if and when filed,will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes,regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus, or any amendmentor supplement thereto, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each RegistrationStatement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that werefiled with the SEC on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor andits counsel. The Company has not distributed and, prior to the later to occur of each Advance Date and completion of the distributionof the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than a RegistrationStatement, the Prospectus contained therein, and any required prospectus supplement, in each case as reviewed and consented to by theInvestor, which consent shall not be unreasonably withheld, delayed or conditioned.

Section 4.08 No Misstatementor Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectusor any amendment or supplement thereto, conformed and will conform in all material respects with the requirements of the Securities Act.At each Advance Notice Date and applicable Advance Date, the Registration Statement, and the Prospectus, each as of such date, will conformin all material respects with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective,did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a materialfact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made,not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documentsfiled and incorporated by reference therein will not, when filed with the SEC, contain an untrue statement of a material fact or omitto state a material fact required to be stated in such document or necessary to make the statements in such document, in light of thecircumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any suchdocument made in reliance upon, and in conformity with, information furnished to the Company by the Investor specifically for use in thepreparation thereof.

Section 4.09 Conformitywith Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement thereto, and thedocuments incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documentswere or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, asthe case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act,as applicable. 

Section 4.10 Equity Capitalization.

Section 4.11 IntellectualProperty Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, tradenames, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, exceptas has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The Companyand its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade namerights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets,except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. To theknowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge,being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright,license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as has not had andwould not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company is not aware of anyfacts or circumstances which might give rise to any of the foregoing.

Section 4.12 EmployeeRelations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company orany of its Subsidiaries, has any such dispute threatened, in each case as is reasonably likely to cause a Material Adverse Effect.

Section 4.13 EnvironmentalLaws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in all material respectswith all Environmental Laws (as defined below), (ii) have received all material permits, licenses or other approvals required of themunder applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging any failureto comply with all terms and conditions of any such permit, license or approval, except, in each of the foregoing clauses (i), (ii) and(iii), as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term“Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection of humanhealth or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata),including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwiserelating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

Section 4.14 Title.Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company(or its Subsidiaries) has indefeasible fee simple or leasehold title to its properties and material assets owned by it, free and clearof any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are not material to the business ofthe Company. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsistingand enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of suchproperty and buildings by the Company and its Subsidiaries.

Section 4.15 Insurance.The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risksand in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiariesare engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverageexpires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not be reasonablyexpected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.16 RegulatoryPermits. Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material AdverseEffect, the Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal,state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor any such Subsidiaryhas received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits.

Section 4.17 InternalAccounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recordedas necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintainasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorizationand (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action istaken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documentsas and when required.

Section 4.18 Absence ofLitigation. There is no action, suit, proceeding, or to the Company’s knowledge any inquiry or investigation before or by anycourt, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Ordinary Sharesor any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have or be reasonably expected tohave, individually or in the aggregate, a Material Adverse Effect.

Section 4.19 Tax Status.Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns,reports and declarations required by any jurisdiction to which it is subject or has properly requested extensions thereof, (ii) has timelypaid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,reports and declarations, if due and payable, except those being contested in good faith and (iii) has set aside on its books provisionreasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarationsapply. The Company has not received written notification of any material unpaid taxes in any material amount claimed to be due by thetaxing authority of any jurisdiction, and to the knowledge of the officers of the Company and its Subsidiaries there in no basis for anysuch claim where the failure to pay would have or would be reasonably expected to have, individually or in the aggregate, a Material AdverseEffect.

Section 4.20 Certain Transactions.Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors of the Company is presently a partyto any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreementor other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership,trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

Section 4.21 Rights ofFirst Refusal. The Company is not obligated to offer the Ordinary Shares offered hereunder on a right of first refusal basis or otherwiseto any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or otherthird parties.

Section 4.22 Dilution.The Company is aware and acknowledges that issuance of Ordinary Shares hereunder could cause dilution to existing shareholders and couldsignificantly increase the outstanding number of Ordinary Shares.

Section 4.23 AcknowledgmentRegarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacityof an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledgesthat the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreementand the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connectionwith this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder.The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if a Registration Statement isnot effective or if any issuances of Ordinary Shares pursuant to any Advances would violate any rules of the Principal Market. The Companyacknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditionsof the transactions contemplated by this Agreement.

Section 4.24 Finder’sFees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissionsor similar payments in connection with the transactions herein contemplated. 

Section 4.25 Relationshipof the Parties. Neither the Company, nor any of its Subsidiaries, affiliates, nor any person acting on its or their behalf is a clientor customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided, or will provide,any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’srelationship to Company is solely as investor as provided for in the Transaction Documents. 

Section 4.26 Operations.The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with Applicable Law and neitherthe Company nor the Subsidiaries, nor any director, officer, or employee of the Company or any Subsidiary nor, to the Company’sknowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has, not complied with Applicable Law;and no action, suit or proceeding by or before any governmental authority involving the Company or any of its Subsidiaries with respectto Applicable Laws is pending or, to the knowledge of the Company, threatened.

Section 4.27 Forward-LookingStatements. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no forward-lookingstatement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the RegistrationStatement or a Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Section 4.28 Compliancewith Laws. The Company and each of its Subsidiaries are in compliance with Applicable Law; the Company has not received a notice ofnon-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee of the Companyor any Subsidiary, in his or her capacity as such, nor, to the Company’s knowledge, any agent, Affiliate or other person actingon behalf of the Company or any Subsidiary has, has not complied with Applicable Laws, in his, her or its capacity as such, or could giverise to a notice of non-compliance with Applicable Laws, and is not aware of any pending change or contemplated change to any applicablelaw or regulation or governmental position; in each case that would have or would be reasonably expected to have, individually or in theaggregate, a Material Adverse Effect.

Section 4.29 SanctionsMatters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlledAffiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person thatis (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control(“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevantsanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons Listor OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), or(ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings withthat country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the Donetsk People’sRepublic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend,contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purposeof funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such fundingor facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violationof Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement,whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries hasengaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the timeof the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiariesnor any director, officer or controlled Affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United Statesbank or financial institution, temporarily or otherwise, as a result of OFAC concerns.

Section 4.30 Foreign PrivateIssuer. The Company is a “foreign private issuer,” within the meaning of Rule 3b-4 under the Exchange Act.

Section 4.31 General Solicitation.Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form ofgeneral solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the OrdinaryShares.

Article V. Indemnification

The Investor and the Companyhereby agree to the following with respect to themselves:

Section 5.01 Indemnificationby the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder,and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify andhold harmless the Investor, its investment manager, Yorkville Advisors Global, LP, and their respective Affiliates, and each of the foregoing’srespective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connectionwith the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any andall third-party actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable anddocumented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnificationhereunder is sought), and including reasonable and documented out of pocket attorneys’ fees and disbursements (the “IndemnifiedLiabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) anyuntrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Sharesas originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or ariseout of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessaryto make the statements therein not misleading; provided, however, that the Company will not be liable in any such case tothe extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statementor omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by oron behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representationor material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby;or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreementor any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Companymay be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each ofthe Indemnified Liabilities, which is permissible under Applicable Law.

Section 5.02 Indemnificationby the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’sother obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company, its Subsidiariesand all of its and their officers, directors, shareholders, employees and agents (including, without limitation, those retained in connectionwith the transactions contemplated by this Agreement) and each person who controls the Company within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any andall Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) anyuntrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Sharesas originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or ariseout of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessaryto make the statements therein not misleading; provided, however, that the Investor will only be liable for written informationrelating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referredto in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arisesout of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in relianceupon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein;(b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or documentcontemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor containedin this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extentthat the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contributionto the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Section 5.03 Notice ofClaim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding(including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee,as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under thisArticle V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifyingparty will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure.The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with anyother indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory tothe indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemniteeor Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of notmore than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinionof counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee andthe indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or CompanyIndemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperatefully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying partyand shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee whichrelates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised asto the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlementof any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall notunreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the InvestorIndemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not includeas an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a releasefrom all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying partyshall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporationsrelating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodicpayments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment thereforis due.

Section 5.04 Remedies.The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnifiedperson at law or equity. The obligations of the Parties to indemnify or make contribution under this Article V shall survive until theexpiration or termination of this Agreement.

Section 5.05 Limitationof liability. Notwithstanding the foregoing, no Party shall seek, nor shall any be entitled to recover from the other Party, punitive,indirect, incidental, consequential or exemplary damages.

Article VI.Covenants

The Company covenants with theInvestor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,during the Commitment Period:

Section 6.01 RegistrationStatement.

Section 6.02 Suspensionof Registration Statement.

Section 6.03 Listing ofOrdinary Shares. As of each Advance Notice Date and the relevant Advance Date, the Shares to be sold by the Company from time to timehereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subjectto official notice of issuance.

Section 6.04 Opinion ofCounsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received a customaryopinion letter from counsel to the Company substantially in a form and in substance reasonably satisfactory to the Investor.

Section 6.05 ExchangeAct Registration. The Company will use commercially reasonable efforts to file in a timely manner all reports and other documentsrequired of it as a foreign private issuer under the Exchange Act and will not, during the Commitment Period, take any action or fileany document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligationsunder the Exchange Act.

Section 6.06 TransferAgent Instructions. During the Commitment Period (or such shorter time as permitted by Section 2.04 of this Agreement) andsubject to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliver a customaryopinion) the transfer agent for the Ordinary Shares to remove restrictive legends from Ordinary Shares purchased by the Investor pursuantto this Agreement, provided that counsel for the Company shall have been furnished with such documents as they may require for the purposeof enabling them to render such opinions or making the statements requested by the transfer agent or in order to evidence the accuracyof any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein.

Section 6.07 CorporateExistence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company duringthe Commitment Period.

Section 6.08 Notice ofCertain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, andconfirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement orrelated Prospectus relating to the offering of the Shares (in each of which cases, if the information constitutes material nonpublic information,the information provided to Investor will be kept confidential until disclosed by the Company): (i) except for requests made in connectionwith SEC investigations disclosed in any SEC Documents, receipt of any request for additional information by the SEC or any other Federalor state governmental authority during the period of effectiveness of the Registration Statement the response to which would require anypost-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the SEC or any other Federalgovernmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedingsfor that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualificationof any of the Ordinary Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv)the happening of any event that makes any statement made in the Registration Statement or related Prospectus or any document incorporatedor deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the RegistrationStatement, related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statementof a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,and that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any materialfact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they weremade, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the SecuritiesAct or any other law (and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus,provided, however, the Company shall not be required to furnish any documents to the extent such document is available for access on EDGAR);(v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be required underApplicable Law; (vi) the Ordinary Shares shall cease to be authorized for listing on the Principal Market; or (vii) the Company failsto file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shallnot deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (otherthan as required pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events describedin the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).

Section 6.09 Consolidation.If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into,or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such AdvanceNotice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been receivedby the Investor.

Section 6.10 Issuanceof the Company’s Ordinary Shares. The issuance and sale of the Ordinary Shares hereunder shall be made in accordance with theprovisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.

Section 6.11 Expenses.The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expensesincident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of theRegistration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto; (ii)the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all reasonable fees and disbursements ofthe Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’scounsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisionsof this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any Prospectus and any amendmentsor supplements thereto reasonably requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualificationof the Shares for trading on the Principal Market, and (vii) filing fees of the SEC and the Principal Market.

Section 6.12 Current Report.The Company shall, not later than 5:30 p.m., New York City time, on the fourth Business Day after the date of this Agreement, file withthe SEC a report on Form 6-K describing the execution of this Agreement by the Company and the Investor (including any exhibitsthereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable opportunityto comment on a draft of the Current Report including any exhibits to be filed related thereto, as applicable, prior to filing the CurrentReport with the SEC and shall reasonably consider all such comments. Notwithstanding anything contained in this Agreement to the contrary,the Company expressly agrees that from and after the filing of the Current Report with the SEC, the Company shall have publicly disclosedall material, non-public information provided to the Investor (or the Investor’s representatives or agents) by the Company or anyof its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection withthe transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiariesand each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-publicinformation regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be grantedor withheld in the Investor’s sole discretion and, if granted, must include an agreement to keep such information confidential untilpublicly disclosed); it being understood that the mere notification of the Investor required pursuant to Section 6.08(ix) hereofshall not in and of itself be deemed to be material non-public information. Notwithstanding anything contained in this Agreement to thecontrary, the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available anyinformation communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactionscontemplated by the Transaction Documents, which, following the Effective Date would, if not so disclosed, constitute material, non-publicinformation regarding the Company or its Subsidiaries. The Company understands and confirms that the Investor will rely on the foregoingrepresentations in effecting resales of Shares in accordance with this Agreement. In addition, effective upon the filing of the CurrentReport, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplatedby the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of theirrespective officers, directors, Affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors,Affiliates, employees or agents, on the other hand, shall terminate. In no event shall the Investor have a duty of confidentiality orbe deemed to have agreed to maintain information in confidence, with respect to the delivery of any Advance Notice.

Section 6.13 Advance NoticeLimitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action, or the record date for anyshareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery ofsuch Advance Notice and ending two Trading Days following the Closing of such Advance.

Section 6.14 Use of Proceeds.The Company will use the proceeds from the sale of the Ordinary Shares hereunder for working capital and other general corporate purposesor, if different, in a manner consistent with the application thereof described in the Prospectus included in any Registration Statement(and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to this Agreement. Neither the Companynor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate orotherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or withany Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any countryor territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs, or (ii) inany other manner that will result in a violation of Sanctions or Applicable Laws.

Section 6.15 Market Activities.Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling persons will, directly or indirectly,(i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result,in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Ordinary Shares or(ii) sell, bid for, or purchase Ordinary Shares in violation of Regulation M, or pay anyone any compensation for soliciting purchasesof the Shares; provided however that nothing contained in this Agreement shall limit the Company in any way from initiating, discussing,negotiating, engaging in any agreement, effecting, closing or otherwise taking any action (including making any filing with any governmentalauthority, issuing any securities or registering any securities for trading on any stock exchange) in connection with any private or publicoffering of the Company’s securities.

Section 6.16 Trading Information.Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting forth the number and averagesales prices of Ordinary Shares sold by the Investor during the prior trading week.

Section 6.17 Selling Restrictions.Except as expressly set forth below, the Investor covenants that from and after the date hereof through and including the Trading Daynext following the expiration or termination of this Agreement as provided in Section 9.01 (the “Restricted Period”),none of the Investor, any of its officers, or any entity managed or controlled by the Investor (collectively, the “RestrictedPersons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly,engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares,either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it isexpressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibitany Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated underRegulation SHO) any Ordinary Shares; or (2) selling a number of Ordinary Shares equal to the number of Advance Shares that such RestrictedPerson is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the Company or the transferagent pursuant to this Agreement.

Section 6.18 Assignment.This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any ofits obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or thetransactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purportedassignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purportedassignment in contravention of the provisions herein shall be null and void and of no force or effect. Without the consent of the Investor,the Company shall not have the right to assign or transfer any of its rights or provide any third party the right to bind or obligatethe Company, to deliver Advance Notices or effect Advances hereunder.

Section 6.19 No Frustration.For so long as an Advance Notice is pending and any sales pursuant to such notice have not settled, the Company shall not enter into,announce or recommend to its shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict,materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documentsto which it is a party, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in respectof an Advance Notice.

Article VII. NonExclusive Agreement

Notwithstanding anything containedherein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughoutthe term of this Agreement and thereafter, issue, sell and allot, or undertake to issue, sell and allot, any shares, warrants and/or securitiesand/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be convertedinto or replaced by Ordinary Shares or other securities of the Company, and may extend, renew and/or recycle any bonds and/or debentures,and/or grant any rights with respect to its existing and/or future share capital.

Article VIII. Choiceof Law/Jurisdiction; Waiver of Jury Trial

Section 8.01 This Agreement,and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactionscontemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in each case asin effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within theState of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and expressly consentto the jurisdiction of and laying of venue in the Supreme Court of the State of New York, sitting in New York County, New York and theUnited States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil actionfiled pursuant to this Agreement.

Section 8.02 EACH PARTYHERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDINGDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF ORTHE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THEEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCEDTO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Article IX. Termination

Section 9.01 Termination.

Article X. Notices

Section 10.01 Notices.Other than with respect to Advance Notices, which must be in writing delivered in accordance with Section 2.01(b) and will be deemeddelivered on the day set forth in Section 2.01(b), any notices, consents, waivers, or other communications required or permittedto be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when deliveredpersonally, (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately followingTrading Day, (iii) 5 calendar days after being sent by U.S. certified mail, return receipt requested, or (iv) 1 calendar day after depositwith a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addressesfor such communications (except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

or at such other address and/or e-mail and/orto the attention of such other person as the recipient party has specified by written notice given to each other party three BusinessDays prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiveror other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipientemail address or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal servicein accordance with clause (i), (ii) or (iii) above, respectively.

Article XI. Miscellaneous

Section 11.01 Counterparts.This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effectivewhen counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and deliveredsignatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, theElectronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall bedeemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

Section 11.02 Entire Agreement;Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respectiveAffiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understandingof the Parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investormakes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waivedor amended other than by an instrument in writing signed by the Parties to this Agreement.

Section 11.03 ReportingEntity for the Ordinary Shares. The reporting entity relied upon for the determination of the trading price or trading volume of theOrdinary Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The writtenmutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section 11.04 Commitmentand Structuring Fee. Each of the Parties shall pay its own fees and expenses (including the fees of any attorneys, accountants,appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that theCompany has paid the Investor or its designee a structuring fee in the amount of $25,000, and the Company shall pay a commitment fee inan amount equal to 0.20% of the Commitment Amount (the “Commitment Fee”) by the issuance to the Investor within threeBusiness Days of the date hereof of such number of Ordinary Shares that is equal to the Commitment Fee divided by the last closing priceof the Ordinary Shares as of the signing of this Agreement (collectively, the “Commitment Shares”). The CommitmentShares issued hereunder shall be included on the initial Registration Statement. The Commitment Shares issued hereunder shall bear a restrictivelegend in substantially the following form (and stop transfer instructions may be placed against transfer of such shares):

“THE SECURITIESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS ANDNEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,IN THE OPINION OF COUNSEL, IS AVAILABLE.”

Section 11.05 Brokerage.Each of the Parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who willdemand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agreeto indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions orfinder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with thisAgreement or the transactions contemplated hereby.

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IN WITNESS WHEREOF,the Parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, asof the date first set forth above.

ANNEX I TO THE

STANDBY EQUITY PURCHASE AGREEMENT

DEFINITIONS

“Advance”shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to this Agreement.

“Advance Date”shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance.

“Advance Notice”shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company andsetting forth the number of Advance Shares that the Company desires to issue and sell to the Investor.

“Advance Notice Date”shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) an AdvanceNotice to the Investor, subject to the terms of this Agreement.

“Advance Share Estimate”shall mean the number of Ordinary Shares that the Company elects to sell to the Investor in an Advance Notice and which shall constitutea good faith estimate of the number of Shares that the Investor shall have the obligation to purchase pursuant to such Advance Notice.

“Advance Shares”shall mean the Ordinary Shares that the Company shall issue and sell to the Investor pursuant to an Advance Notice delivered in accordancewith the terms of this Agreement.

“Affiliate”shall have the meaning set forth in Section 3.08.

“Agreement”shall have the meaning set forth in the preamble of this Agreement.

“Applicable Laws”shall mean all applicable laws, statutes, rules, regulations, orders, decrees, rulings, injunctions, executive orders, directives, policies,guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including withoutlimitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii)all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United StatesForeign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

“Average Price”shall mean a price per Share equal to the quotient obtained by dividing (i) the aggregate gross purchase price paid by the Investor forall Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued pursuant to this Agreement.

“Black Out Period”shall have the meaning set forth in Section 6.02(a).

“Business Day”shall mean any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on whichbanking institutions in the State of New York are authorized or required by Applicable Law to close.

“Closing”shall have the meaning set forth in Section 2.02.

“Commitment Amount”shall mean $1.0 billion of Ordinary Shares.

“Commitment Fee”shall have the meaning set forth in Section 11.04.

“Commitment Period”shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement in accordance withSection 9.01.

“Commitment Shares”shall have the meaning set forth in Section 11.04.

“Company”shall have the meaning set forth in the preamble of this Agreement.

“Company Indemnitees”shall have the meaning set forth in Section 5.02.

“Condition SatisfactionDate” shall have the meaning set forth in Annex II hereto.

“Current Report”shall have the meaning set forth in Section 6.12.

“Daily Traded Amount”shall mean the daily trading volume of the Ordinary Shares on the Principal Market during regular trading hours as reported by BloombergL.P.

“Effective Date”shall mean the date this Agreement is executed.

“Environmental Laws”shall have the meaning set forth in Section 4.13.

“Exchange Act”shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Cap”shall have the meaning set forth in Section 2.01(c)(iii).

“GAAP”shall have the meaning set forth in Section 4.06.

“Hazardous Materials”shall have the meaning set forth in Section 4.13.

“Home Country Practice”shall have the meaning set forth in Section 3.02(c).

“Indemnified Liabilities”shall have the meaning set forth in Section 5.01.

“Investor”shall have the meaning set forth in the preamble of this Agreement.

“Investor Indemnitees”shall have the meaning set forth in Section 5.01.

“Market Price”shall mean the VWAP of the Ordinary Shares during the relevant Pricing Period.

“Material AdverseEffect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverseeffect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverseeffect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its 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 this Agreement.

“Material OutsideEvent” shall have the meaning set forth in Section 6.08.

“Nasdaq”shall mean The Nasdaq Stock Market LLC.

“OFAC”shall have the meaning set forth in Section 4.29.

“Ordinary Share Equivalents”shall mean any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Ordinary Shares,including, without limitation, any debt, preference shares, rights, options, warrants or other instrument that is at any time convertibleinto or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“Ordinary Shares”shall have the meaning set forth in the recitals of this Agreement.

“Ownership Limitation”shall have the meaning set forth in Section 2.01(c)(i).

“Person”shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, includinga government or political subdivision or an agency or instrumentality thereof.

“Plan of Distribution”shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.

“Pricing Period”shall mean the period on the applicable Advance Notice Date commencing upon receipt by the Company of written confirmation (which maybe by e-mail) of receipt of such Advance Notice by the Investor, and which confirmation shall specify such commencement time, and endingon 4:00 p.m. New York City time on the same Trading Day (unless otherwise agreed by the Parties, or a Pricing Period is terminated pursuantto the terms of this Agreement), provided however, the Investor may delay the commencement of the Pricing Period until such timethat the Investor has received confirmation that the transfer agent of the Company has credited the Investor’s account (or its designee’saccount) at the Depository Trust Company through its Deposit Withdrawal at Custodian System (or by such other means of delivery as maybe mutually agreed upon by the Parties) with a number of Ordinary Shares equal to the Advance Share Estimate, in which case such PricingPeriod shall commence upon receipt by the Company of written confirmation (which may be by e-mail) of receipt of such Advance Share Estimateby the Investor, and which confirmation shall specify such commencement time.

“Principal Market”shall mean the Nasdaq Capital Market; provided however, that in the event the Ordinary Shares are ever listed or traded on the NasdaqGlobal Select Market, the Nasdaq Global Market, the New York Stock Exchange, or the NYSE American, then the “Principal Market”shall mean such other market or exchange on which the Ordinary Shares are then listed or traded to the extent such other market or exchangeis the principal trading market or exchange for the Ordinary Shares.

“Prospectus”shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection witha Registration Statement.

“Prospectus Supplement”shall mean any prospectus supplement to a Prospectus filed with the SEC from time to time pursuant to Rule 424(b) under the SecuritiesAct, including the documents incorporated by reference therein, including, without limitation, any prospectus supplement to be filed inaccordance with Section 6.01 hereof.

“Purchase Price”shall mean the price per Advance Share obtained by multiplying the Market Price by 97.50%, which shall in any event be no less than thepar value per Advance Share.

“Reduced Advance”shall have the meaning set forth in Section 2.01(c)(iv).

“Registrable Securities”shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to the Shares by way of exchange, share dividend orshare split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.

“Registration Limitation”shall have the meaning set forth in Section 2.01(c)(ii).

“Registration Statement”shall mean a registration statement on Form F-1 or Form F-3 or on such other form promulgated by the SEC for which the Company then qualifiesand which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by theInvestor of the Registrable Securities under the Securities Act, which registration statement provides for the resale from time to timeof the Shares as provided herein.

“Regulation D”shall mean the provisions of Regulation D promulgated under the Securities Act.

“Sanctions”shall have the meaning set forth in Section 4.29.

“Sanctioned Countries”shall have the meaning set forth in Section 4.29.

“SEC” shallmean the U.S. Securities and Exchange Commission.

“SEC Documents”shall have the meaning set forth in Section 4.05.

“Securities Act”shall have the meaning set forth in the recitals of this Agreement.

“Settlement Document”shall have the meaning set forth in Section 2.02(a).

“Shares”shall mean the Commitment Shares and the Ordinary Shares to be issued from time to time hereunder pursuant to an Advance.

“Subsidiaries”shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding share capital or holds a majorityof the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administrationof such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”

“Trading Day”shall mean any day during which the Principal Market shall be open for business.

“Transaction Documents”shall mean, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by the Parties heretoin connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

“Variable Rate Transaction”shall mean a transaction in which the Company (i) issues or sells any Ordinary Shares or Ordinary Share Equivalents that are convertibleinto, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares either (A) at a conversion price, exerciseprice, 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 Ordinary Shares or Ordinary Share Equivalents, or (B) with a conversion, exercise or exchangeprice that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrenceof specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares(including, without limitation, any “full ratchet,” “share ratchet,” “price ratchet,” or “weightedaverage” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization,non-cash dividend, share split or other similar transaction), (ii) enters into, or effects a transaction under, any agreement, includingbut not limited to an “equity line of credit” or similar offering of Ordinary Shares or Ordinary Share Equivalents, or (iii)any forward purchase agreement, equity pre-paid forward transaction or other similar offering of securities where the purchaser of securitiesof the Company receives an upfront or periodic payment of all, or a portion of, the value of the securities so purchased, and the Companyreceives proceeds from such purchaser based on a price or value that varies with the trading prices of the Ordinary Shares.

“Volume Threshold”shall mean a number of Ordinary Shares equal to the quotient of (a) the number of Advance Shares requested by the Company in an AdvanceNotice divided by (b) 0.30.

“VWAP” shall mean for any TradingDay or specified period, the volume weighted average price of the Ordinary Shares on the Principal Market, for such Trading Day or specifiedperiod as reported by Bloomberg L.P. through its “AQR” function.

“Webull Class B Ordinary Shares”means the Class B ordinary shares of the Company, par value US$0.00001 per share, each entitling the holder thereof to 20 votes.

“Webull Ordinary Shares” meansordinary shares of the Company, par value US$0.00001 per share, consisting of Ordinary Shares and Webull Class B Ordinary Shares.

ANNEX II

TO THE STANDBY EQUITY PURCHASE AGREEMENT

CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY

TO DELIVERY AN ADVANCE NOTICE

The right of the Company todeliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction orwaiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

EXHIBIT A
ADVANCE NOTICE

WEBULL CORPORATION

Theundersigned, _______________________, hereby certifies, with respect to the sale of Ordinary Shares ofWEBULL CORPORATION (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certainStandby Equity Purchase Agreement, dated as of July 1, 2025 (the “Agreement”), as follows (with capitalized terms usedherein without definition having the same meanings as given to them in the Agreement):

1. Theundersigned is the duly elected ______________ of the Company.

2. Thereare no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effectiveamendment to the Registration Statement.

3.  TheCompany has performed in all material respects all covenants and agreements to be performed by the Company contained in the Agreementon or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.

4. Thenumber of Advance Shares the Company is requesting is _____________________ and the Advance Share Estimate with respect to this AdvanceNotice is _______________.

5. Thenumber of Ordinary Shares of the Company outstanding as of the date hereof is ___________.

The undersigned has executedthis Advance Notice as of the date first set forth above.

Please deliver this Advance Notice by email to:

Email: Trading@yorkvilleadvisors.com

Attention: Trading Department

Telephone: 201-985-8300

EXHIBIT B

FORM OF SETTLEMENT DOCUMENT

VIA EMAIL

WEBULL CORPORATION

Attn:  [●]

Email: [●]

Please issue the number of AdvanceShares due to the Investor to the account of the Investor as follows:

Investor’sDTC participant #:

ACCOUNT NAME:

ACCOUNT NUMBER:

ADDRESS:

CITY:

COUNTRY:

Contact person:

Number and/or email:

Agreed and approved by