Asfiled with the Securities and Exchange Commission on August 29, 2025

RegistrationNo. 333-  

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

AKARITHERAPEUTICS, PLC

(Exactname of registrant as specified in its charter)

22Boston Wharf Road FL 7

Boston,MA 02210

(929)274-7510

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AbizerGaslightwala

Presidentand Chief Executive Officer

22Boston Wharf Road FL 7

Boston,MA 02210

(929)274-7510

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

DovT. Schwell, Esq.

SchwellWimpfheimer & Associates LLP

37West 39th Street, Suite 505
New York, New York 10018

Tel:(646) 328-0850

Fax:(646) 360-5000

Approximatedate of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.  ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effectiveon such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. The Selling Stockholder may not sell these securitiesuntil the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not anoffer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or saleis not permitted.

AkariTherapeutics, PLC

30,000,000American Depositary Shares Representing 60,000,000,000 Ordinary Shares

Thisprospectus relates to the offer and sale from time to time of up to 30,000,000 American Depositary Shares (“ADSs”), eachrepresenting 2,000 ordinary shares, $0.0001 nominal value per share (“Ordinary Shares”), by White Lion Capital LLC (“WhiteLion” or the “Selling Stockholder”).

Thesecurities included in this prospectus consist of ADSs representing Ordinary Shares that we may, in our discretion, elect to issue andsell to the Selling Stockholder, from time to time after the date of this prospectus and the date of the satisfaction of the conditionsto the Selling Stockholder’s purchase obligations (the “Commencement Date”) as set forth in the Ordinary Share PurchaseAgreement we entered into with White Lion on August 29, 2025 (the “Purchase Agreement”). Pursuant to the PurchaseAgreement, the Selling Stockholder has committed to purchase from us, at our direction, up to $25,000,000 of Ordinary Shares, which theSelling Stockholder will then deposit with the depositary for issuance of ADSs representing those Ordinary Shares, subject to the termsand conditions specified in the Purchase Agreement. The securities registered pursuant to the registration statement of which this prospectusforms a part also include ADSs representing Ordinary Shares that may be issued to White Lion under certain limited circumstances.In particular, the Purchase Agreement provides that, if we do not elect to request that White Lion purchase any Ordinary Shares underthe facility during the 180-day period following the effective date of this registration statement, we will issue to White Lion, as considerationfor its commitment to provide the facility, ADSs having a value of $75,000 based upon the lowest trading sale price of ADSs duringthe 10 Business Day period preceding and including the date which is 180 days after the effective date of this registration statement(the “Commitment ADSs”). We are registering for resale 92,936 Commitment ADSs (based on a price of $0.8070per ADS, the closing price of our ADSs on Nasdaq on August 28, 2025). See the section titled “The White Lion Transaction”for a description of the Purchase Agreement and the Commitment ADSs and the section titled “Selling Stockholder” for additionalinformation regarding the Selling Stockholder.

Weare not selling any ADSs being offered by this prospectus and will not receive any of the proceeds from the sale of such shares by theSelling Stockholder. However, we may receive up to $25,000,000 in aggregate gross proceeds from sales of our Ordinary Shares to the SellingStockholder that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the PurchaseAgreement.

TheSelling Stockholder may sell or otherwise dispose of the ADSs representing Ordinary Shares described in this prospectus in differentways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholder may sell orotherwise dispose of ADSs representing Ordinary Shares being registered pursuant to the registration statement of which this prospectusforms a part. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of1933, as amended (the “Securities Act”).

Wewill pay the expenses of registering under the Securities Act the offer and resale of the ADSs to which this prospectus relates by theSelling Stockholder, including legal and accounting fees. However, we will not pay for underwriter discounts or commissions, clearingcosts, or the document preparation fee as defined in the Purchase Agreement. See “Plan of Distribution”.

OurADSs are listed on the Nasdaq Capital Market under the symbol “AKTX.” On August 28, 2025, the closing price of ourADSs was $0.8070.

INVESTINGIN OUR SECURITIES INVOLVES SIGNIFICANT RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 7OF THIS PROSPECTUS

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issuedunder this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is August 29, 2025.

TABLEOF CONTENTS

AboutThis Prospectus

Thisprospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) underthe Securities Act. Under this prospectus, the Selling Stockholder may, from time to time, sell the ADSs representing Ordinary Sharesdescribed in this prospectus in one or more transactions, as described herein. This prospectus provides you with a general descriptionof the securities offered by the Selling Stockholder. We may also file a prospectus supplement to the registration statement of whichthis prospectus forms a part that may contain material information relating to this offering. Any prospectus supplement may also add,update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or supersededby any inconsistent statement made by us in a prospectus supplement.

Forinvestors outside of the United States: Neither we nor the Selling Stockholder have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the UnitedStates. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States.

Theregistration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus.This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made tothe actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies ofsome of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registrationstatement of which this prospectus is a part. You should read this prospectus and the related exhibits filed with the SEC and any prospectussupplement, together with additional information described under the headings “Where You Can Find More Information” and “Incorporationby Reference” before making your investment decision.

Youshould rely only on the information provided or incorporated by reference in this prospectus, any prospectus supplement and the registrationstatement. Neither we nor the Selling Stockholder has authorized anyone else to provide you with different or additional informationother than that contained in or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information,you should not rely on it. Offers to sell, and solicitations of offers to buy, our ADSs representing Ordinary Shares are being made onlyin jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus and any prospectus supplement,or incorporated by reference, is accurate only as of the respective dates of those documents. Our business, financial condition, resultsof operations and prospects may have changed since those dates.

PROSPECTUSSUMMARY

Thisprospectus summary highlights selected information appearing elsewhere in this prospectus and in documents we file with the SEC thatare incorporated by reference in this prospectus. Because it is a summary, it may not contain all of the information that may be importantto you. To understand this offering fully, you should read this entire prospectus carefully, including the information incorporated byreference herein, the information set forth under the heading “Risk Factors” and our financial statements and the relatednotes thereto incorporated by reference in this prospectus.

Unlessthe context otherwise requires, all references in this prospectus to the “Company,” “Akari,” “we,”“our,” “ours,” and “us” refer to Akari Therapeutics, Plc.

Overview

Weare an oncology company developing next-generation antibody-drug conjugates (“ADCs”) designed around novel proprietary cancer-killingtoxins (“payloads”). We believe these novel payloads may have the potential to transform the efficacy and safety outcomesof ADCs as cancer therapies beyond options that are currently available or in development.

ADCsare a class of cancer therapies that combine the precision targeting of antibodies with payload toxins that attack cancer cells. To date,innovation in the field of ADC therapies has focused primarily on the development of novel antibodies linked to existing classes of payloadtoxins. For example, there is a range of approved ADCs with antibodies that target the Her2, Trop2, CD19, CD22, CD30, Nectin-4, TissueFactor, and FR alpha antibodies. But there is a surprising lack of diversity in the payload toxins to which those antibodies are linked,as all of these marketed products, and more than 90% of ADCs in late-stage clinical development of which we are aware, utilize payloadsfrom just two standard classes: (1) microtubule inhibitors or (2) DNA-damaging agents such as topoisomerase I inhibitors.

Ourdifferentiated ADC discovery and development platform (our “ADC Platform”) enables us to generate a range of ADC productcandidates that pair our novel payloads with biologically validated antibody targets prevalent in cancer tumors. We believe that ourfocus on the development of ADCs that utilize our novel payloads may allow us to develop ADCs with benefits that include:

Ourlead product candidate is AKTX-101, a preclinical stage Trop2-targeting ADC that combines PH1 with the Trop2 antibody, which is expressedin the highest number of solid tumor cancer types, including lung, breast, colon and prostate. We aim to establish AKTX-101 as a best-in-classTrop2-targeting ADC for the treatment of a variety of solid tumors.

Weacquired the ADC Platform in connection with the acquisition of Peak Bio (the “Merger”). Prior to that time, we were primarilyfocused on advancing our former lead product candidates nomacopan and PAS-nomacopan (longer-acting nomacopan that is PASylated). Sincethe closing of the Merger, we have focused substantially all of our efforts on the development of ADCs and our ADC Platform. We havesuspended further internal development of our legacy programs, nomacopan and PAS-nomacopan, and intend to seek strategic partners toadvance their development externally. For our PHP-303 program, a program that Peak Bio had advanced prior to the closing of the Merger,we intend to seek strategic partners for it as well to further its development externally.

Ouractivities since inception have consisted of performing research and development activities and raising capital.

Wedo not have any products available for commercial sale, and we have not generated any product revenue from our portfolio of product candidatesor other sources. Our ability to generate revenue sufficient to achieve profitability, if ever, will depend on the successful developmentand eventual commercialization of our potential therapies, which we expect, if it ever occurs, will take a number of years. The researchand development efforts require significant amounts of additional capital and adequate personnel infrastructure. There can be no assurancethat our research and development activities will be successfully completed, or that our potential therapies will be commercially viable.

RecentDevelopments

Appointmentof New President and Chief Executive Officer

OnMarch 14, 2025, we entered into an Executive Offer of Employment Agreement (as amended by a subsequent Chief Executive Officer LetterAgreement, dated March 18, 2025) with Mr. Abizer Gaslightwala pursuant to which Mr. Gaslightwala serves, from and after April 21, 2025,as our President and Chief Executive Officer. Mr. Gaslightwala receives a base salary, is eligible for an annual cash bonus target, andis entitled to receive share-based payment compensation based on time service and the achievement of specific performance criteria.

March2025 Private Placement

OnMarch 2, 2025, we entered into a securities purchase agreement with certain investors and all directors (the “March 2025 PurchaseAgreement”), pursuant to which we agreed to sell and issue in a private placement (the “March 2025 Offering”) an aggregateof 6,637,626 ADSs, or prefunded warrants in lieu of all or a portion thereof (“Pre-Funded Warrants”, each representing 2,000of the Company’s ordinary shares, and, in each case, Series A Warrants to purchase ADSs (“Series A Warrants”) and SeriesB Warrants to purchase ADSs (“Series B Warrants”) (the Series A Warrants and Series B Warrants, together with the Pre-FundedWarrants, the “Warrants,” and together with the ADSs or Pre-Funded Warrants, the “Units”). The Series A Warrantshave a one-year term, and the Series B Warrants have a five-year term from the date of issuance.

TheUnits were structured as follows: (i) for investors committing less than $1.0 million in the March 2025 Offering (“Tier 1 Investors”):one ADS or Pre-Funded Warrant, a Series A Warrant to purchase one ADS, and a Series B Warrant to purchase one ADS; (ii) for investorscommitting at least $1.0 million but less than $3.0 million in the March 2025 Offering (“Tier 2 Investors”): one ADS or Pre-FundedWarrant, a Series A Warrant to purchase 1.25 ADSs, and a Series B Warrant to purchase one ADS; and (iii) for investors committing $3.0million or more in the March 2025 Offering (“Tier 3 Investors”): one ADS or Pre-Funded Warrant, a Series A Warrant to purchase1.5 ADSs, and a Series B Warrant to purchase one ADS.

Thepurchase price per Unit for investors purchasing ADSs was $0.87 plus (a) $0.25 for Tier 1 Investors, (b) $0.28125 for Tier 2 Investors,or (c) $0.3125 for Tier 3 Investors (the “ADS Unit Purchase Price”). The purchase price per Unit for investors purchasingPre-Funded Warrant and accompanying Series A and Series B Warrants was $0.67 (representing the ADS Unit Purchase Price minus the $0.20exercise price for such Pre-Funded Warrant) plus (a) $0.25 for Tier 1 Investors, (b) $0.28125 for Tier 2 Investors, or (c) $0.3125 forTier 3 Investors (the “Pre-Funded Unit Purchase Price”).

Aspart of the March 2025 Offering, the Company’s Chairman, Dr. Hoyoung Huh, purchased $1 million of Units, with the purchase pricethereof satisfied through cancelling and extinguishing $1.0 million of notes previously issued to him by the Company (the “March2025 Note Termination”).

Thenet proceeds from the March 2025 Offering, after deducting placement agent fees and other offering expenses payable by us, were approximately$5.6 million, net of the $1.0 million from the March 2025 Note Termination.

Theplacement agent, Paulson Investment Company, LLC, received a cash commission of approximately $0.4 million and was issued ADSs representingthree percent (3%) of the total number of ADSs issued in the March 2025 Offering, including ADSs issuable upon exercise of the Pre-FundedWarrants, but excluding the ADSs issued in connection with the March 2025 Note Termination. The estimated fair value of these ADSs wasapproximately $0.2 million.

August2025 Note Offering

OnAugust 7, 2025, we entered into Note Purchase Agreements with certain investors, including the Company’s directors (the“Note Investors”), in a private placement offering (the “Note Offering”). Pursuant to these agreements, the NoteInvestors agreed to purchase, and we agreed to issue unsecured promissory notes with a 20% original issuance discount (each a “Note”and together, the “Notes”). In connection with the Note Offering, we agreed to extend the expiration date of Series A Warrantsby 48 months from their original date of expiration through Warrant Amendment Agreements.

OnAugust 15, 2025 and August 18, 2025 (the “Closing Dates”), we completed the first tranche of closings for the Note Offering,issuing Notes with an aggregate purchase price of $2,261,000 and an aggregate principal amount of $2,826,250, which includes a note exchangewith the Company’s Chairman, Dr. Hoyoung Huh, as outlined below. The Notes mature 12 months from their respective Closing Dates,at which time the principal amount becomes due and payable. On the Closing Dates, we also entered into the Warrant Amendment Agreementswith certain Note Investors, extending the expiration date of Series A Warrants to purchase an aggregate of 1,973,211 ADSs.

Aspart of the first tranche, Dr. Hoyoung Huh, the Company’s Chairman, purchased a Note with a principal amount of $1,250,000for a purchase price of $1,000,000. The purchase price was satisfied through a cash payment of $162,567 and the cancellation of $837,433in outstanding principal and accrued interest under a senior secured promissory note previously issued to him by our wholly owned subsidiary,Peak Bio Inc., in January 2024 (the “Peak Bio Note”). On August 7, 2025, we entered into a Loan Cancellation and ExchangeAgreement, whereby the Peak Bio Note was cancelled and extinguished to partially satisfy the purchase price of the Note purchased byDr. Huh.

Weagreed to pay a 5% advisory fee in cash on the total gross cash proceeds of approximately $1.4 million to the placement agent in connectionwith the Notes issued and sold on the Closing Dates.

CorporateInformation

Ourprincipal office is located at 22 Boston Wharf Road FL 7, Boston, Massachusetts 02210, and our telephone number is (929) 274-7510. Ourwebsite address is www.akaritx.com. The information contained on, or accessible through, our website is not incorporated by referenceinto this prospectus, and you should not consider any information contained in, or that can be accessed through, our website as partof this prospectus or in deciding whether to purchase our securities.

TheOffering

Asof August 29, 2025, the number of shares of ADSs and Ordinary Shares outstanding is based on 32,612,576 ADSs (representing65,225,152,000 Ordinary Shares) and 4,309,523 Ordinary Shares that are not represented by ADSs, totaling 65,229,461,523Ordinary Shares outstanding. This number excludes 92,936 Commitment ADSs, which are only issuable if we do not meetthe $625,000 minimum purchase commitment, as specified in the Purchase Agreement, and also excludes:

Unlessotherwise indicated, all information in this prospectus assumes no exercise of the outstanding options and warrants or any issuance ofshares under outstanding restricted stock units, in each case as described above.

RISKFACTORS

Aninvestment in our ADSs involves a high degree of risk. You should consider carefully the risks below] and the risk and uncertaintiesdescribed under the heading “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2024, which is incorporated by reference in this prospectus, including our audited consolidated financial statements andthe related notes, before you decide whether to purchase our securities. If any of such risks actually occur, our business, financialcondition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading priceof our ADSs could decline and you could lose all or part of your investment in our ADSs.

RisksRelated to this Offering

Itis not possible to predict the actual number of ADSs representing Ordinary Shares we will sell under the Purchase Agreement to the SellingStockholder, or the actual gross proceeds resulting from those sales.

Subjectto certain limitations in the Purchase Agreement and compliance with applicable law, we have the discretion to deliver notices to theSelling Stockholder at any time throughout the term of the Purchase Agreement. It is anticipated that the Ordinary Shares to be soldto the Selling Stockholder under the Purchase Agreement will be sold over a period until 36 months from the date of the Purchase Agreement,at the latest. The number of ADSs ultimately offered for sale by the Selling Stockholder under this prospectus will be dependent uponthe number of Ordinary Shares we elect to sell to the Selling Stockholder under the Purchase Agreement. The actual number of OrdinaryShares that are sold to the Selling Stockholder may depend based on a number of factors, including the market price of our ADSs duringthe sales period. Actual gross proceeds may be less than $25 million, which may impact our future liquidity. Because the price per shareof each share sold to the Selling Stockholder will fluctuate during the sales period, we are not currently possible to predict the numberof shares that will be sold or the actual gross proceeds to be raised in connection with those sales, if any.

Weare obligated under the Registration Rights Agreement to maintain the effectiveness of this registration statement, to file additionalregistration statements if necessary to cover additional ADSs, and to comply with certain blackout and suspension provisions as describedherein. If it becomes necessary for us to issueand sell to White Lion ADSs representing Ordinary Shares in excess of the Exchange Cap (as defined in the Purchase Agreement) in orderto receive aggregate gross proceeds equal to $25,000,000 under the Purchase Agreement, then for so long as the Exchange Cap continuesto apply under applicable Nasdaq listing rule, we must first obtain shareholder approval to issue ADSs representing Ordinary Shares inexcess of the Exchange Cap. Furthermore, if we elect to issue and sell to White Lion more than the 30,000,000 ADSs representing60,000,000,000 Ordinary Shares that are registered for resale by White Lion under this registration statement, we are obligatedunder the Registration Rights Agreement to file with the SEC one or more additional registration statements covering such additionalADSs representing Ordinary Shares and to use our commercially reasonable efforts to cause such registration statements to be declaredeffective by the SEC before we may sell any such additional ADSs to White Lion.

Investorswho buy ADSs representing Ordinary Shares in this offering at different times will likely pay different prices.

Investorswho purchase ADSs representing Ordinary Shares in this offering at different times will likely pay different prices, and so may experiencedifferent levels of dilution and different outcomes in their investment results. In connection with the White Lion Transaction, we willhave discretion, subject to market demand, to vary the timing, prices, and numbers of shares of ADSs representing Ordinary Shares soldto White Lion. Similarly, may sell such shares at different times and at different prices. Investors may experience a decline in thevalue of the shares they purchase from the Selling Stockholder in this offering as a result of sales made by us in future transactionsto White Lion at prices lower than the prices they paid.

Theissuance of ADSs representing Ordinary Shares to the Selling Stockholder may cause substantial dilution to our existing shareholders.

Weare registering for resale by the Selling Stockholder up to 30,000,000 ADSs representing 60,000,000,000 Ordinary Shares.Sales of Ordinary Shares to the Selling Stockholder pursuant to the Purchase Agreement may result in substantial dilution to the interestsof holders of our ADSs, since the effective purchase price per ADS that the Selling Stockholder pays will likely be below the tradingprice of our ADSs at the time. Such dilution could reduce the value of your investment in our ADSs.

Theresale of ADSs representing Ordinary Shares by the Selling Stockholder, or anticipation of such resales, could cause the market priceof our ADSs to decline.

Afterthe Selling Stockholder has acquired ADSs under the Purchase Agreement, it may sell all, some, or none of those shares. The sale of asubstantial number of ADSs by the Selling Stockholder, or the perception that such sales may occur, could cause the market price of ourADSs to decline. In addition, such sales may make it more difficult for us to raise additional equity capital on favorable terms, orat all, in the future.

Wehave broad discretion in the use of the net proceeds we receive from the sale of shares to the Selling Stockholder and may not use themeffectively.

Ourmanagement will have broad discretion in the application of the proceeds we receive from the Selling Stockholder, if any, including forany of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part ofyour investment decision to assess whether our management is using the proceeds appropriately. Because of the number and variabilityof factors that will determine our use of our proceeds from the Selling Stockholder, their ultimate use may vary substantially from theircurrently intended use. The failure by our management to apply these funds effectively could result in financial losses that could havea material adverse effect on our business and cause the price of our ADSs to decline. Pending their use, we may invest the proceeds fromthe Selling Stockholder in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable returnto our shareholders.

CAUTIONARYSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in thisprospectus, other than statements of historical fact, are forward-looking statements.

Thesestatements include, among other things, our cash resources and projected cash runway, financial position, business strategy, strategicalternatives, future operations, clinical trials (including, without limitation, the anticipated timing, enrollment, and results thereof),collaborations, intellectual property, potential revenues, projected costs, fundraising and/or financing plans, competition, regulatoryfilings and approvals for our current and future drug candidates, the benefits related to the Merger Agreement, and the plans and objectivesof management.

Forward-lookingstatements are generally identified by words such as “believes,” “anticipates,” “estimates,” “plans,”“expects,” “intends,” “may,” “could,” “should,” “potential,”“likely,” “projects,” “continue,” “will,” “would,” “aim,” andsimilar expressions, although not all forward-looking statements contain these identifying words. The absence of these words does notmean that a statement is not forward-looking.

Wecannot guarantee that we will actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, andyou should not place undue reliance on such statements. These forward-looking statements involve known and unknown risks, uncertainties,and other factors, many of which are beyond our control, that may cause our actual results, performance, or achievements to differ materiallyfrom those expressed or implied by such forward-looking statements.

Importantfactors that could cause actual results to differ materially from those indicated or implied by forward-looking statements include thosedescribed under “Risk Factors” in this prospectus and in our filings with the SEC. Any forward-looking statements representour views only as of the date of this prospectus and should not be relied upon as representing our views as of any subsequent date. Allforward-looking statements are expressly qualified in their entirety by this cautionary statement. Except as required by law, we disclaimany obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

SUMMARYOF PRINCIPAL RISK FACTORS

Belowis a summary of material risks that make an investment in our American Depositary Shares (“ADSs”) speculative or risky. Importantly,this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarizedbelow, as well as other risks and uncertainties that we face, can be found under “Risk Factors” in this prospectus.

THEWHITE LION TRANSACTION

OnAugust 29, 2025, the Company and White Lion entered into the Purchase Agreement and concurrently with the Purchase Agreement,the Company and White Lion entered into a Registration Rights Agreement (the “White Lion RRA”), pursuant to which we agreedto file with the SEC the registration statement of which this prospectus is a part to register for resale under the Securities Act theADSs representing Ordinary Shares issuable under the Purchase Agreement. Pursuant to the Purchase Agreement, the Company has the right,but not the obligation, to require White Lion to purchase, from time to time, up to $25,000,000 in aggregate gross purchase price (the“Commitment Amount”) of newly issued Ordinary Shares (the “Purchase Notice Shares”), which are anticipated tobe exchanged for ADSs, subject to certain limitations and conditions set forth in the Purchase Agreement. Capitalized terms used butnot otherwise defined in this section shall have the meanings given to such terms by the Purchase Agreement and the White Lion RRA.

Pursuant to theRegistration Rights Agreement, we agreed to file this registration statement within 30 calendar days after execution of the PurchaseAgreement and to use commercially reasonable efforts to keep it effective for continuous resales under Rule 415 at then-prevailing marketprices.

Subjectto the satisfaction of certain customary conditions, including, without limitation, the effectiveness of this registration statementregistering the shares issuable pursuant to the Purchase Agreement, the Company’s right to sell shares included in this prospectusto White Lion will commence on the effective date of the registration statement and extend until the earlier of (i) the date on whichWhite Lion has purchased the full Commitment Amount, or (ii) 36 months from the date of the Purchase Agreement (the “CommitmentPeriod”). During the Commitment Period, subject to the terms and conditions of the Purchase Agreement, the Company may delivera Purchase Notice to White Lion to exercise its right to sell shares. The Purchase Notice may be for a VWAP purchase, Rapid PurchaseOption 1, Rapid Purchase Option 2, or Rapid Purchase Option 3, each as described below.

Thenumber of Purchase Notice Shares sold pursuant to any Purchase Notice may not exceed the lesser of (i) 70% of the Average Daily TradingVolume (as defined in the Purchase Agreement) for the ADSs traded on Nasdaq, or (ii) $2,000,000 (the “Investment Limit”)divided by the highest closing price of the ADSs over the most recent five Business Days immediately preceding receipt of the PurchaseNotice by White Lion (the “Purchase Notice Date”). The Investment Limit may be increased at the sole discretion of WhiteLion. Additionally, the number of Purchase Notice Shares issued may not cause White Lion to exceed the Beneficial Ownership Limitationof 4.99% of the Company’s outstanding Ordinary Shares, which may be increased up to 9.99% at White Lion’s Discretion upon61 days’ prior written notice to the Company.

Undera VWAP Purchase Notice mechanism, the purchase price to be paid by White Lion will equal 97% of the lowest daily volume-weighted averageprice (“VWAP”) of ADSs during a period of two consecutive Business Days beginning on and including the applicable VWAP PurchaseNotice Date. Under a Rapid Purchase Option 1 Notice mechanism, the purchase price to be paid by White Lion will equal the lowest tradedprice of ADSs on the Rapid Purchase Option 1 Notice Date. Under a Rapid Purchase Option 2 Notice mechanism, the purchase price to bepaid by White Lion will equal 97% of the lowest traded price of ADSs that occurs during the two hours following White Lion’s confirmedreceipt of the notice on the Rapid Purchase Option 2 Notice Date. Under a Rapid Purchase Option 3 Notice mechanism, the purchase priceto be paid by White Lion will equal the lower of (i) the opening price of ADSs on the Rapid Purchase Option 3 Notice Date, (ii) the closingprice of ADSs on the Business Day immediately preceding the Rapid Purchase Option 3 Notice Date, or (iii) the VWAP on the Rapid PurchaseOption 3 Notice Date. If the trading price of ADSs at the time of delivery is lower than the opening price, the price is discounted by20%.

Inthe event we have not sold at least $625,000 of Purchase Notice Shares by the 180^th day after the effective date of this prospectus(the “Commitment ADSs Determination Date”), we will be obligated to issue to White Lion a number of Commitment ADSs witha value equal to $75,000 divided by the lowest traded price of ADSs during the 10 Business Days preceding and including the CommitmentADSs Determination Date. These shares are fully earned upon execution of the Purchase Agreement and non-refunded, regardless of terminationor issuance of Purchase Notices. The number of Commitment ADSs, if any, that we will be obligated to issue to White Lion following theCommitment ADSs Determination Date will equal 92,936 (based on an assumed conversion price of $0.8070 per ADS, the closingprice of our ADSs on Nasdaq on August 28, 2025).

Weare also obligated to pay certain fees and expenses of White Lion under the Purchase Agreement and White Lion RRA.

Underthe applicable Nasdaq listing rules, in no event may we issue to White Lion under the Purchase Agreement more than the limit of 13,039,369,358Ordinary Shares, representing 19.99% of the Ordinary Shares outstanding immediately prior to the execution of the Purchase Agreement(the “Exchange Cap”), unless (i) the Company first obtains shareholder approval to exceed the Exchange Cap in accordancewith applicable Nasdaq listing rules, or (ii) at the time the Exchange Cap is reached and at all times thereafter, the average pricepaid for all Ordinary Shares issued under the Purchase Agreement is equal to or greater than $0.0004035 (the “Minimum Price”),which is the lower of (a) the Nasdaq Official Closing Price of the ADSs immediately preceding the Execution Date of the Purchase Agreement,adjusted to reflect the ADS Conversion Ratio of 2,000 Ordinary Shares to 1 ADS, or (b) the arithmetic average of the five Nasdaq OfficialClosing Prices for the ADSs immediately preceding the Execution Date, adjusted to reflect the ADS Conversion Ratio, as calculated inaccordance with the rules of the Principal Market. In such case, the transaction contemplated by the Purchase Agreement would not bedeemed “below market,”, such that the Exchange Cap limitation would no longer apply to issuances and sales of ADSs by theCompany to White Lion under the Purchase Agreement under applicable Nasdaq listing rules.

TheCompany may terminate the Purchase Agreement at any time in the event of a material breach of the Agreement by the Selling Stockholder,which shall be effected by written notice being sent by the Company to White Lion, provided, however, that the Company shall have deliveredthe Commitment ADSs, if any, to White Lion prior to such termination. In addition, the Agreement shall automatically terminate on theearlier of (i) the end of the Commitment Period, (ii) the date that, pursuant to or within the meaning of any Bankruptcy Law (as definedin the Purchase Agreement), the Company commences a voluntary case or any person commences a proceeding against the Company, a custodianis appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefitof its creditors, or (iii) the delisting of the ADSs from the Nasdaq Capital Market.

ThePurchase Agreement and the White Lion RRA contain customary representations, warranties, conditions and indemnification obligations ofthe parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreementsand as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed uponby the contracting parties.

USEOF PROCEEDS

Wewill not receive any of the proceeds from the resale of any ADSs representing Ordinary Shares by the Selling Stockholder offered underthis prospectus, but we will bear all fees and expenses incident to our obligation to register the ADSs representing Ordinary Sharesbeing offered for resale hereunder by the Selling Stockholder, excluding underwriter discounts or commissions, clearing costs, or thedocument preparation fee as defined in the Purchase Agreement.

Wemay receive up to $25.0 million in aggregate gross proceeds under the Purchase Agreement from sales of Ordinary Shares, which may beexchanged for ADSs, to the Selling Stockholder pursuant to the Purchase Agreement. We will not receive any gross proceeds from the issuanceof Commitment ADSs, which are ADSs that may be issued as a non-cash obligation subject to conditions set forth in the Purchase Agreement.The net proceeds, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell Ordinary Shares to theSelling Stockholder after the date of this prospectus. Because we are not obligated to sell any Ordinary Shares under the Purchase Agreement,the actual total offering amount and proceeds to us, if any, are not determinable at this time. See the section titled “Plan ofDistribution” elsewhere in this prospectus for more information. We expect to use any proceeds that we receive under the PurchaseAgreement for working capital and general corporate purposes.

UnauditedPro Forma Condensed Combined Financial Information

OnNovember 14, 2024, we completed our previously announced strategic combination contemplated by the Agreement and Plan of Merger, or theMerger Agreement, pursuant to which Pegasus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Akari, or MergerSub, merged with and into Peak Bio, Inc., or Peak Bio, with Peak Bio surviving the acquisition as a wholly owned subsidiary of Akari,or the Closing. Peak Bio, organized under the laws of Delaware, was a biotechnology company with a portfolio of potential therapies focusedon cancer and immunological diseases. We acquired all outstanding equity interests in Peak Bio, which includes Peak Bio’s therapeuticpipeline consisting of one clinical stage and one preclinical stage asset supported by an intellectual property portfolio consistingof various granted and pending patents in various jurisdictions worldwide. 

PeakBio’s pipeline included an ADC Platform for oncology and PHP-303 program for genetic disease, liver disease and inflammation, specificallyfor Alpha-1 antitrypsin deficiency, or AATD.

Perthe terms of the Merger Agreement, at the Closing, we issued a total of 12,613,942 Akari ADSs which reflected the conversion of eachissued and outstanding share of Peak Bio common stock, par value $0.0001, or Peak Bio Common Stock, into the right to receive Akari ADSsrepresenting a number of Akari ordinary shares, par value $0.0001 per share, or Akari Ordinary Shares, equal to 0.2935, or the ExchangeRatio. The Exchange Ratio was calculated in accordance with the terms of the Merger Agreement and is such that the total number of sharesof Akari ADSs issued in connection with the acquisition is approximately 48.4% of the outstanding shares of Akari on a fully dilutedbasis. 

Atthe Closing, each warrant to purchase capital stock of Peak Bio, or Peak Warrant, and option to acquire shares of Peak Bio Common Stock,or Peak Option, was converted into warrants to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari, or AdjustedWarrants, and options to purchase a number of Akari Ordinary Shares or Akari ADSs, as determined by Akari, or Adjusted Options, respectively,based on the Exchange Ratio. The Adjusted Warrants and the Adjusted Options have substantially similar terms and conditions as were applicableto the Peak Warrants and Peak Options immediately prior to the Closing.

Theunaudited pro forma condensed combined financial information is provided for illustrative purposes only, does not necessarily reflectwhat the actual consolidated results of operations would have been had the acquisition occurred on January 1, 2024 and may not be usefulin predicting future consolidated results of operations.

Theunaudited pro forma combined statement of operations and comprehensive loss for the year ended December 31, 2024 combine the historicalstatements of operations of Akari and Peak Bio, giving effect to the Merger as if it had occurred on January 1, 2024.

Thefollowing unaudited pro forma condensed combined financial information presents the pro forma effects of the Merger.

UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS 

ANDCOMPREHENSIVE LOSS

FORTHE YEAR ENDED DECEMBER 31, 2024

Seeaccompanying notes to Unaudited Pro Forma Condensed Combined Financial Information

NOTESTO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note1. Transaction Accounting Adjustments

Transactionadjustments are necessary to reflect the impact on the statement of operations and comprehensive loss of the acquisition as if the companieshad been combined as of January 1, 2024. The transaction adjustments included in the unaudited pro forma condensed combined financialinformation are as follows:

Descriptionof Share Capital and Articles of Association

General

Oursecurities include (a) our ordinary shares, nominal value $0.0001 per share, and (b) our ADSs, each representing 2,000 ordinary shares.Our ordinary shares are registered under the Exchange Act not for trading, but only in connection with the listing of the ADSs on theNasdaq Capital Market.

OurADSs are listed on the Nasdaq Capital Market under the trading symbol “AKTX.”

Thefollowing is a description of certain of the rights of (i) the holders of ordinary shares and (ii) ADS holders. Ordinary shares underlyingthe outstanding ADSs are held by Deutsche Bank Trust Company Americas, as depositary.

IssuedShare Capital

TheCompany’s shareholders at the Company’s annual general meeting on June 30, 2025, passed resolutions in respect of: (i) ageneral authorization of our directors for the purposes of section 551 of the Companies Act 2006 to allot shares in the Company and togrant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $20,000,000until June 30, 2030 (unless otherwise renewed, varied or revoked by the Company in general meeting) and this resolution revokes and replacesall unexercised authorities previously granted to the directors to allot shares; and (ii) empowering our directors pursuant to section570 of the Companies Act 2006 to allot equity securities for cash pursuant to the section 551 authority referred to above as if the statutorypreemption rights under section 561(1) of the Companies Act and any pre-emption rights in the Articles did not apply to such allotmentsfor the same period.

Asof June 25, 2025, the Company’s issued share capital was 65,229,461,523 with a nominal value of $0.0001 per share.

OrdinaryShares

Inaccordance with the Articles, the following summarizes the rights of holders of, and attaching to, the Company’s ordinary shares:

Articlesof Association

Asummary of certain key provisions of the Articles is set out below. The summary below is not a complete copy of the terms of the Articles.For further information, please refer to the full version of the Articles filed as Exhibit 3.1 to the Annual Report on Form 10-K.

TheArticles contain no specific restrictions on the Company’s purpose and therefore, by virtue of section 31(1) of the Companies Act2006, the Company’s purpose is unrestricted.

TheArticles contain, among other things, provisions to the following effect:

ShareCapital

TheCompany’s share capital currently consists of ordinary shares. The board of directors of the Company (the “Board”)may, in accordance with section 551 of the Companies Act 2006, allot, grant options over, issue warrants to subscribe, offer or otherwisedeal with or dispose of any shares of the Company to such persons, at such times and generally on such terms and conditions as they maydetermine, including issuing shares with such preferred or deferred rights as resolved by the Company in general meeting.

Voting

Holdersof ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders. These voting rightsmay be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorizedin the future.

Modificationof Rights

Subjectto the Statutes and the Articles, whenever the Company’s share capital is divided into different classes of shares, all or anyof the special rights or privileges attached to any class may be varied or abrogated with the consent in writing of the holders of atleast three-fourths in nominal value of that class (excluding any shares of that class held as treasury shares) or with the sanctionof a special resolution passed at a separate meeting of the holders of that class, but not otherwise. The quorum at any such meetingis two or more persons holding, or representing by proxy, at least one-third in nominal value of the issued shares in question.

Dividends

TheCompany in general meeting may declare dividends in respect of the profits of the Company available for distribution. The Board may,subject to the provisions of the Companies Act 2006 and the Articles, from time to time, pay to the members such interim dividends asappear to the Board to be justified by the distributable profits of the Company.

Anydividend which has remained unclaimed for a period of twelve (12) years from the date on which such dividend becomes due for paymentwill, if the Board so resolve, be forfeited and cease to remain owing by the Company and will from then on belong to the Company absolutely.No dividend will bear interest as against the Company.

Liquidation

Ifthe Company is wound up, whether the liquidation is voluntary, under supervision or by the court, the liquidator may, with the authorityof a special resolution, divide among the members (excluding any holding shares or treasury shares) in specie the whole or part of theassets of the Company, whether or not the assets consist of property of one kind or of different kinds. For those purposes the liquidatormay set such value as he deems fair upon any one or more class or classes of property and may determine how such division will be effectedas between the members or different classes of members. If any such division is carried out otherwise than in accordance with the existingrights of the members, every member will have the same right of dissent and other ancillary rights as if such resolution were a specialresolution passed in accordance with section 110, Insolvency Act 1986. The liquidator may, with the same authority, vest any part ofthe assets in trustees upon such trusts for the benefit of members as the liquidator, with the same authority, thinks fit and the liquidationof the Company may be closed and the Company dissolved. No member will be compelled to accept any shares in respect of which there isa liability.

Transferof Ordinary Shares in Certificated Form

Eachshareholder may (subject to the terms of issue of the relevant shares) transfer any of his or her certificated shares byinstrument of transfer in any usual form or in any other form as the Board may approve. The instrument must be executed by oron behalf of the transferor and (except in the case of a share which is fully paid up) by or on behalf of the transferee but need notbe under seal.

Subjectto applicable law, the Board may refuse to register a transfer or a certified share unless the instrument of transfer:

TheBoard may in its absolute discretion and without giving any reasons, refuse to register any transfer of a certificated share which isnot fully paid, but this discretion may not be exercised in such a way as to prevent dealings in the shares from taking place on an openand proper basis.

PreemptiveRights

Thereare no rights of preemption under the Articles in respect of transfers of issued ordinary shares. In certain circumstances, our shareholdershave statutory preemptive rights with respect to new issuances of equity securities. As set out in the section “Issued ShareCapital”, the shareholders have approved by resolution in general meeting or annual general meeting the disapplication of preemptiverights in connection with new issuances of equity securities up to certain authorized amounts.

Alterationof Share Capital

Wemay, in accordance with the Companies Act 2006, by ordinary resolution:

Wemay from time to time by special resolution reduce our share capital, any redenomination reserve, capital redemption reserve orshare premium account, and (if permitted by the Statutes) any other non-distributable reserves in any manner authorized by the Statutesand diminish the amount of our share capital by the amount of the shares so cancelled.

Boardof Directors

Appointmentof Directors

Ourdirectors are categorized into three classes: Class A directors, appointed as director of the Company for a one-year term, Class B directors,appointed as director of the Company for a two-year term, and Class C directors, appointed as director of the Company for a three-yearterm (in each case subject to reappointment in accordance with the Articles). Unless otherwise determined by the Company in ageneral meeting, the number of directors is not subject to a maximum but must not be fewer than three directors. The chairman of theBoard shall be elected by the shareholders at a general meeting.

Wemay from time to time by ordinary resolution increase or reduce the number of directors and may also determine in what rotation suchincreased or reduced number is to go out of office. We may, by ordinary resolution, appoint any person to be a director, either to filla casual vacancy or as an additional director.

Weand the Board, in general meetings, each have power at any time, and from time to time, to appoint any person to be a director, eitherto fill a casual vacancy or as an additional director, but so that the total number of directors does not at any time exceed the maximumnumber, if any, fixed by or in accordance with the Articles at any time. Subject to the provisions of the Statutes and of the Articles,any director so appointed by the directors holds office only until the conclusion of the next following annual general meeting and iseligible for reappointment at that meeting. Any director who retires under this regulation is not taken into account in determining thedirectors who are to retire by rotation at such meeting.

Eachdirector shall retire at the next general meeting after the term of their office ends. A director retiring at a general meeting, if heor she is not re-appointed, retains office until the meeting appoints someone in their place or, if it does not do so, until the endof that meeting. Subject to the provisions of the Statutes, the directors to retire in every year include, so far as necessary to obtainthe required number, any director who wishes to retire and not to offer himself or herself for re-election. Any further directors soto retire are those who have been longest in office since their last appointment or reappointment but, as between persons who becameor were last re-appointed directors on the same day, those to retire are determined by the Board at the recommendation of the chairmanof the Board. A retiring director is eligible for re-appointment, subject as set out in the Articles.

Inany two year period, a majority of the directors must stand for re-election or replacement. In the event that this majority has not beenmet and the number of directors eligible for retirement by rotation under the provisions of the Articles are not met, any further directorsso to retire are those who have been longest in office since their last appointment or re-appointment but, as between persons who becameor were last re-appointed directors on the same day, those to retire are determined by the Board at the recommendation of the chairmanof the Board. A retiring director is eligible for re-appointment, subject as set out in the Articles.

Proceedingsof Directors

Subjectto the provisions of the Articles, the Board may regulate their proceedings as they deem appropriate. A director may, and the secretaryat the request of a director shall, at any time call a meeting of the directors.

Thequorum necessary for the transaction of the business of the Board may be fixed by the directors and, unless so fixed at any othernumber, is a majority of the Board, to include (except in respect of any matter on which he is not eligible to vote) the chairmanof the Board. A meeting of directors for the time being at which a quorum is present is competent to exercise all powers and discretionsfor the time being exercisable by the Board. Questions arising at any meeting are determined by a majority of votes. In case ofan equality of votes, the chairman shall have a casting vote.

GeneralMeetings

Wemust convene and hold annual general meetings once a year in accordance with the Companies Act 2006. Under the Companies Act 2006, anannual general meeting must be called by notice of at least 21 clear days and a general meeting must be called by notice of at least14 clear days. The notice is exclusive of the day on which it is served, or deemed to be served, and of the day for which it is given.

Nobusiness shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absenceof a quorum shall not preclude the choice or appointment of a chairperson of the meeting, which shall not be treated as part of the businessof the meeting. Save as otherwise provided by the Articles, two persons entitled to vote at the meeting each being a member or a proxyfor a member or a representative of a corporation which is a member, duly appointed as such in accordance with the Statutes, holdingin the aggregate at least one-third (33 1/3 percent) of our outstanding share capital, shall constitute a quorum. If at any time we onlyhave one member, such member in person, by proxy or if a corporation by its representative, shall constitute a quorum.

BorrowingPowers

Subjectto the Articles and the Companies Act 2006, the Board may:

Capitalizationof Profits

Thedirectors may, with the authority of an ordinary resolution of the Company:

UncertificatedShares

Underand subject to the Uncertificated Securities Regulations 2001 (SI 2001/3755), or the Uncertificated Securities Regulations, the Boardmay permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferredby means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical)to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where thatclass of shares is at the relevant time a participating class. The Board may also, subject to compliance with the Uncertificated SecuritiesRegulations, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwisethan by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.

Sharesof a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificatedto uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations.

If,under the Articles or the Statutes, we are entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrenderof or otherwise enforce a lien over an uncertificated share, then, subject to the Articles and the Statute, such entitlement shall includethe right of the Board to: (i) require the holder of the uncertificated share by notice in writing to change that share from uncertificatedto certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Boardrequires; (ii) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the nameof the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they hadbeen taken by the registered holder of that share; and (iii) take such other action that the Board considers appropriate to achieve thesale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.

Unlessthe Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shareswhich that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares ofthat class are held in certificated form and others in uncertificated form.

Descriptionof American Depositary Shares

StockExchange Listing

OurADSs have been listed on the Nasdaq Capital Market under the symbol “AKTX” since September 21, 2015.

AmericanDepositary Shares

DeutscheBank Trust Company Americas, as our depositary, registers and delivers the ADSs. Each ADS represents ownership of 2,000 ordinary sharesdeposited with Deutsche Bank AG, London Branch with its principal office at Winchester House, 1 Great Winchester Street, London EC2N2DB, U.K., as custodian for the depositary. Each ADS also represents ownership of any other securities, cash or other property, whichmay be held by the depositary. The depositary’s corporate trust office at which the ADSs are administered is located at 1 ColumbusCircle, New York, NY 10019, USA. The principal executive office of the depositary is located at 1 Columbus Circle, New York, NY 10019,USA.

TheDirect Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositarymay register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositaryto the ADS holders entitled thereto.

Wedo not treat ADS holders as shareholders and accordingly, ADS holders, do not have shareholder rights. English law governs shareholderrights. The depositary or its custodian is the holder of the ordinary shares underlying the ADSs. A holder of ADSs only has ADS holderrights. A deposit agreement among us, the depositary and the ADS holder, and the beneficial owners of ADSs sets out ADS holder rightsas well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs.

Thefollowing is a summary of the material provisions of the deposit agreement.

Holdingthe ADSs

Eachholder of ADSs may hold their ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencinga specific number of ADSs, registered in the name of the holder, or (b) by holding ADSs in the DRS, or (2) indirectly through each holder’sbroker or other financial institution. If one holds ADSs directly, then they are an ADS holder. The description set forth herein assumesthat each holder holds their ADSs directly. If a holder holds the ADSs indirectly, they must rely on the procedures of their broker orother financial institution to assert the rights of ADS holders described in this section. Each holder of ADSs should consult with theirbroker or financial institution to find out what those procedures are.

Dividendsand Other Distributions

Thedepositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary sharesor other deposited securities, after deducting its fees and expenses. The holder of ADSs receives these distributions in proportion tothe number of ordinary shares their ADSs represent as of the record date (which will be as close as practicable to the record date forour ordinary shares) set by the depositary with respect to the ADSs.

Thedepositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. Wehave no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to takeany other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that ADS holders maynot receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make themavailable to ADS holders.

Deposit,Withdrawal and Cancellation

Thedepositary will deliver ADSs if an ADS holder or its broker deposits ordinary shares or evidence of rights to receive ordinary shareswith the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes orfees, the depositary will register the appropriate number of ADSs in the names the ADS holder requests and will deliver the ADSs to orupon the order of the person or persons entitled thereto.

Youmay turn in your ADSs at the depositary’s corporate trust office or by providing appropriate instructions to your broker. Uponpayment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary willdeliver the ordinary shares and any other deposited securities underlying the ADSs to you or a person you designate at the office ofthe custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office,if feasible.

Thedepositary may refuse to accept for surrender ADSs only in the case of (i) temporary delays caused by closing our transfer books or thoseof the depositary or the deposit of our ordinary shares in connection with voting at a shareholders’ meeting or the payment ofdividends, (ii) the payment of fees, taxes and similar charges and (iii) compliance with any laws or governmental regulations relatingto depositary receipts or to the withdrawal of deposited securities. Subject thereto, in the case of surrender of a number of ADSs representingother than a whole number of our ordinary shares, the depositary will cause ownership of the appropriate whole number of our ordinaryshares to be delivered in accordance with the terms of the deposit agreement and will, at the discretion of the depositary, either (i)issue and deliver to the person surrendering such ADSs a new ADS representing any remaining fractional ordinary share or (ii) sell orcause to be sold the fractional ordinary shares represented by the ADSs surrendered and remit the proceeds of such sale (net of applicablefees and charges of, and expenses incurred by, the depositary and taxes and/or governmental charges) to the person surrendering the ADS.

Youmay surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel thatADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositaryof a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, thedepositary will execute and deliver to you an ADR evidencing those ADSs.

VotingRights

Asan ADS holder, you may instruct the depositary how to vote the deposited shares your ADSs represent. Otherwise, you could exercise yourright to vote directly if you withdraw the ordinary shares your ADSs represent. However, you may not know about the meeting enough inadvance to withdraw the ordinary shares.

Ifwe ask for your instructions and upon timely notice from us as described in the deposit agreement, the depositary will notify you ofthe upcoming vote and arrange to deliver our voting materials to you. The materials will (1) describe the matters to be voted on and(2) explain how you may instruct the depositary to vote the ordinary shares or other deposited securities underlying your ADSs as youdirect.

Wecannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinaryshares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out your voting instructionsor for the manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and youmay have no recourse if the ordinary shares underlying your ADSs are not voted as you requested.

Inorder to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities,if we request the depositary to act, we are required to give the depositary 30 days’ advance notice of any such meeting and detailsconcerning the matters to be voted upon sufficiently in advance of the meeting date, and the depositary will mail you a notice.

Feesand Expenses

Asa holder of ADSs, you will be required to pay the following fees to the depositary under the terms of the deposit agreement:

Paymentof Taxes

Asan ADS holder, you will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securitiesrepresented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the depositedsecurities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securitiesrepresented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities,it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property,remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respectiveagents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicableinterest and penalties thereon) arising from any tax benefit obtained for you.

Amendmentand Termination

Wemay agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds orincreases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimilecosts, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstandingADSs until thirty (30) days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, youare considered, by virtue of continuing to hold your ADSs, to have agreed to the amendment and to be bound by the ADRs and the depositagreement as amended.

Thedepositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would liketo resign and we have not appointed a new depositary within 90 days. In such case, the depositary must notify you at least 30 days beforetermination.

Aftertermination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributionson the deposited securities, sell rights and other property and deliver ordinary shares and other deposited securities upon cancellationof ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after termination, the depositarymay sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received onthe sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that havenot surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations willbe to account for the money and other cash. After termination, our only obligations will be to indemnify the depositary and to pay feesand expenses of the depositary that we agreed to pay.

Limitationson Obligations and Liability

Limitson our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

Thedeposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liabilityof the depositary. We and the depositary:

Thedepositary and any of its agents also disclaim any liability for any failure to carry out any instructions to vote, the manner in whichany vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicableor for allowing any rights to lapse in accordance with the provisions of the deposit agreement, the failure or timeliness of any noticefrom us, the content of any information submitted to it by us for distribution to you, as an ADS holder, or for any inaccuracy of anytranslation thereof, any investment risk associated with the acquisition of an interest in the deposited securities, the validity orworth of the deposited securities, the credit-worthiness of any third party, or for any tax consequences that may result from ownershipof ADSs, ordinary shares or deposited securities.

Inthe deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirementsfor Depositary Actions

Beforethe depositary will issue, deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of ordinaryshares, the depositary may require:

Thedepositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transferbooks are closed or at any time if the depositary or we think it is necessary or advisable to do so.

YourRight to Receive the Shares Underlying Your ADSs

Youhave the right to cancel your ADSs and withdraw the underlying shares at any time except:

Thisright of withdrawal may not be limited by any other provision of the deposit agreement.

DirectRegistration System

Inthe deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, willapply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositarymay register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositaryto the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf ofan ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTCaccount of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer.

Inconnection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreementunderstand that the depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be actingon behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authorityto act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, theparties agree that the depositary’s reliance on, and compliance with, instructions received by the depositary through the DRS/Profilesystem and in accordance with the deposit agreement, shall not constitute negligence or bad faith on the part of the depositary.

Pre-releaseof ADSs

Thedeposit agreement permits the depositary to deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-releaseof the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are cancelled beforethe pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are deliveredto the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-releaseADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being maderepresents to the depositary in writing that it or its customer (a) owns the ordinary shares or ADSs to be deposited, (b) assigns allbeneficial rights, title and interest in such ordinary shares or ADSs to the depositary for the benefit of the owners, (c) will not takeany action with respect to such ordinary shares or ADSs that is inconsistent with the transfer of beneficial ownership, (d) indicatesthe depositary as owner of such ordinary shares or ADSs in its records, and (e) unconditionally guarantees to deliver such ordinary sharesor ADSs to the depositary or the custodian, as the case may be; (2) the pre-release is fully collateralized with cash or other collateralthat the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five businessdays’ notice. Each pre-release is subject to further indemnities and credit regulations as the depositary considers appropriate.In addition, the depositary will normally limit the number of ADSs that may be outstanding at any time as a result of pre-release to30% of the aggregate number of ADSs then outstanding, although the depositary, in its sole discretion, may disregard the limit from timeto time, if it thinks it is appropriate to do so, including (1) due to a decrease in the aggregate number of ADSs outstanding that causesexisting pre-release transactions to temporarily exceed the limit stated above or (2) where otherwise required by market conditions.The depositary may also set limits with respect to the number of ADSs and shares involved in pre-release transactions with any one personon a case-by-case basis as it deems appropriate.

SELLINGSTOCKHOLDER

Thisprospectus relates to the possible resale by the selling stockholder, White Lion, of up to 30,000,000 ADSs (representing 60,000,000,000Ordinary Shares), consisting of: (i) 92,936 Commitment ADSs (based on an assumed conversion price of $0.8070 per ADS, theclosing price of our ADSs on Nasdaq on August 28, 2025) that we may be obligated to issue to White Lion under certain circumstancespursuant to the Purchase Agreement and (ii) up to 29,907,064 ADSs (representing 59,814,128,000 Ordinary Shares) that wehave reserved for issuance and sale to White Lion under the Purchase Agreement from time to time from and after the Commencement Date,if and when we determine to sell ADSs representing Ordinary Shares to White Lion under the Purchase Agreement.

Weare filing the registration statement of which this prospectus is a part pursuant to the provisions of the Registration Rights Agreement,which we entered into with White Lion on August 29, 2025 concurrently with our execution of the Purchase Agreement, in which weagreed to provide certain registration rights with respect to resales by White Lion of the ADSs representing Ordinary Shares that maybe issued to White Lion under the Purchase Agreement. The selling stockholder may sell some, all or none of the ADSs representing OrdinaryShares included in this prospectus. We do not know how long the selling stockholder will hold the ADSs representing Ordinary Shares beforeselling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale ofany of the ADSs representing Ordinary Shares. See “Plan of Distribution.”

Thetable below sets forth, to our knowledge, information concerning the beneficial ownership of ADSs representing Ordinary Shares by theselling stockholder as of August 29, 2025. The percentages of shares owned before and after the offering are based on 32,612,576ADSs outstanding as of August 29, 2025. The information in the table below with respect to the selling stockholder has been obtainedfrom the selling stockholder.

Beneficialownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unlessotherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to theirADSs. The inclusion of any ADSs in this table does not constitute an admission of beneficial ownership for the person named below.

Throughoutthis prospectus, when we refer to the ADSs being offered for resale by the Selling Stockholder, we are referring to the ADSs that maybe issued and sold by us to White Lion pursuant to the Purchase Agreement, unless otherwise indicated.

PLANOF DISTRIBUTION

TheADSs representing Ordinary Shares offered by this prospectus are being offered by the Selling Stockholder, White Lion. The shares maybe sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, orunderwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing marketprices, at negotiated prices, or at fixed prices, which may be changed. The sale of our ADSs representing Ordinary Shares offered bythis prospectus could be effected in one or more of the following methods:

Inorder to comply with the securities laws of certain states, if applicable, the ADSs representing Ordinary Shares offered by this prospectusmay be sold only through registered or licensed brokers or dealers. In addition, in certain states, the ADSs representing Ordinary Sharesoffered by this prospectus may not be sold unless they have been registered or qualified for sale in the state or an exemption from thestate’s registration or qualification requirement is available and complied with.

WhiteLion is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

White Lion has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of our ADSs representing OrdinaryShares that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at pricesand at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriterwithin the meaning of Section 2(a)(11) of the Securities Act. White Lion has informed us that each such broker-dealer will receive commissionsfrom White Lion that will not exceed customary brokerage commissions.

Brokers,dealers, underwriters or agents participating in the distribution of the ADSs representing Ordinary Shares offered by this prospectusmay receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may actas agent, of ADSs representing Ordinary Shares sold by White Lion through this prospectus. The compensation paid to any such particularbroker-dealer by any such purchasers of ADSs representing Ordinary Shares sold by White Lion may be less than or in excess of customarycommissions. Neither we nor White Lion can presently estimate the amount of compensation that any agent will receive from any purchasersof ADSs representing Ordinary Shares sold by White Lion.

Weknow of no existing arrangements between White Lion or any other stockholder, broker, dealer, underwriter or agent relating to the saleor distribution of the shares of our ADSs representing Ordinary Shares offered by this prospectus.

Wemay from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of whichthis prospectus is a part to amend, supplement or update information contained in this prospectus, including, if and when required underthe Securities Act, to disclose certain information relating to a particular sale of shares of our ADSs representing Ordinary Sharesoffered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participatingin the distribution of such shares of our ADSs representing Ordinary Shares by the selling stockholder, any compensation paid by WhiteLion to any such brokers, dealers, underwriters or agents, and any other required information.

Wewill pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our ADSs representingOrdinary Shares included in this prospectus White Lion. We estimate that the total expenses for the offering will be approximately $97,000.

Wehave agreed to indemnify White Lion and certain other persons against certain liabilities in connection with the offering of ADSs representingOrdinary Shares offered by this prospectus, including liabilities arising under the Securities Act or, if such indemnity is unavailable,to contribute amounts required to be paid in respect of such liabilities. White Lion has agreed to indemnify us against liabilities underthe Securities Act that may arise from certain written information furnished to us by White Lion specifically for use in this prospectusor, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

WhiteLion has represented to us that at no time prior to entering into the Purchase Agreement has White Lion or its agents, representativesor affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule200 of Regulation SHO of the Exchange Act) of our ADSs or any hedging transaction, which establishes a net short position with respectto our ADSs. White Lion agreed that during the term of the Purchase Agreement, it, its agents, representatives and affiliates will notenter into or effect, directly or indirectly, any of the foregoing transactions.

Wehave advised White Lion that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions,Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates inthe distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is thesubject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in orderto stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketabilityof the securities offered by this prospectus.

Thisoffering will terminate on the date that all ADSs representing Ordinary Shares offered by this prospectus have been sold by White Lion.

OurADSs are currently listed on The Nasdaq Capital Market under the symbol “AKTX”.

LEGALMATTERS

Thevalidity of the securities offered by this prospectus has been passed upon for us by Asserson Law Offices LLP.

EXPERTS

Theconsolidated financial statements of Akari Therapeutics, Plc (the Company) as of December 31, 2024 and 2023 and for the years then endedincorporated by reference in this Prospectus have been so incorporated in reliance on the report of BDO USA, P.C., an independent registeredpublic accounting firm, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financialstatements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

Theconsolidated financial statements of Peak Bio, Inc. as of December 31, 2023 and 2022 and for the years then ended incorporated by referencein this Prospectus have been so incorporated in reliance on the report of Marcum LLP, an independent registered public accounting firm,incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidatedfinancial statements contains an explanatory paragraph expressing substantial doubt about the ability of Peak Bio, Inc. to continue asa going concern.

INCORPORATIONBY REFERENCE

TheSEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose importantinformation to you by referring to those documents. We hereby “incorporate by reference” the documents listed below, whichmeans that we are disclosing important information to you by referring you to those documents. The Registration Statement, includingthe exhibits, can be read at the SEC website referred to below under “Where You Can Find More Information.” The informationthat we file later with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporateby reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed tohave been furnished and not filed in accordance with SEC rules):

Wealso incorporate by reference into this Registration Statement the following information filed with the SEC:

Inaddition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (not including anyinformation furnished under Item 2.02, 7.01 or 9.01 of Form 8-K or any other information that is identified as “furnished”rather than filed, which information is not incorporated by reference herein), prior to the filing of a post-effective amendment whichindicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to beincorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Anystatement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or supersededfor purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed documentthat also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or supersededshall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Wewill furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in thisprospectus, including exhibits to these documents. You should direct any requests for documents to Akari Therapeutics, Plc, 22 BostonWharf Road FL 7, Boston, MA 02210, Attention: Abizer Gaslightwala.

ENFORCEMENTOF FOREIGN JUDGMENTS

Weare incorporated under the laws of England and Wales. Several of our directors and officers reside outside the United States, and a portionof our assets and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it maybe difficult for you to serve legal process on us or certain of our directors and executive officers or have any of them appear in aU.S. court.

Itmay be difficult for U.S. investors to bring and/or effectively enforce suits against our company in England. Although English courtsdo recognize U.S. judgments unless there is an overriding jurisdictional or public policy reason not to do so, if a judgment is obtainedin the U.S. courts based on the civil liability provisions of U.S. federal securities laws against us, difficulties may arise in enforcingthe judgment against us in the English courts. The enforceability of any U.S. judgment in the United Kingdom will depend on the particularfacts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently havea treaty providing for reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters.It may similarly be difficult for U.S. investors to bring an original action in the English courts to enforce liabilities based on U.S.federal securities laws.

WHEREYOU CAN FIND MORE INFORMATION

Thisprospectus is part of a registration statement we filed with the SEC and does not contain all the information set forth or incorporatedby reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements, or otherdocuments, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or theexhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement, orother document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly,and current reports, proxy statements, and other information with the SEC. The SEC maintains an Internet site that contains reports,proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings areavailable to the public over the Internet on the SEC’s website at http://www.sec.gov.

Ourwebsite address is www.akaritx.com. The information contained on, or accessible through, our website is not incorporated into this prospectusand does not form a part hereof (other than those filings with the SEC that we specifically incorporate by reference into the prospectusor any supplement to this prospectus).

AkariTherapeutics, PLC

30,000,000American Depositary Shares Representing 60,000,000,000 Ordinary Shares

PROSPECTUS

    ,2025

PARTII

INFORMATIONNOT REQUIRED IN PROSPECTUS

Thefollowing table sets forth the estimated expenses to be borne by the registrant in connection with the issuance and distribution of thesecurities being registered hereby.

Theexpenses listed above do not include expenses of preparing prospectus supplements and other expenses relating to offerings of particularsecurities.

TheRegistrant’s articles of association provide that, subject to the Companies Act 2006, every director or other officer (excludingan auditor) of the Registrant may be indemnified out of the assets of the Registrant against all costs, charges, expenses, losses orliabilities incurred by him in performing his duties or the exercise of his powers or otherwise in relation to or in connection withhis duties, powers or office.

TheRegistrant also maintains directors and officers insurance to insure such persons against certain liabilities.

Withinthe past three years, we sold the securities describedbelow, which were not registered under the Securities Act, pursuant to the exemption provided by Section 4(a)(2) of the SecuritiesAct or Rule 506 of Regulation D promulgated thereunder.

September2022 Private Placement

InSeptember 2022, we sold to certain accredited and institutional investors, including our former Executive Chairman and current Chairmanof the Board of Directors, Dr. Ray Prudo, an aggregate of 15,100,000 ADSs in a registered direct offering (the “September2022 Registered Offering”), at $0.85 per ADS for aggregate gross proceeds of approximately $12.8 million. Concurrently,in a private placement (the “September 2022 Private Placement”), we issued: (i) Series A warrants exercisableto purchase up to 15,100,000 ADSs at an exercise price of $0.85 per ADS, exercisable immediately and expiring two years from issuance,and (ii) Series B warrants exercisable to purchase up to 15,100,000 ADSs at an exercise price of $0.85 per ADS, exercisable immediatelyand expiring seven years from issuance. We paid A.G.P./Alliance Global Partners a cash placement fee equal to 7% of the aggregatepurchase price for the ADSs sold in the offering, expense reimbursement of up to $75,000, and a non-accountable expense allowanceof $50,000, for an aggregate of $1,000,700 in placement agent fees and expenses.

September2023 Private Placement

OnOctober 6, 2023, we closed a private placement (the“September 2023 Private Placement”) with certain investors, including Dr. Ray Prudo, our director and former Chairman,and Ms. Rachelle Jacques, our former President and CEO, issuing an aggregate of 551,816 ADSs at $3.30 per ADS, and Pre-Funded Warrants to purchase up to 48,387 ADSs at a purchase price per Pre-Funded Warrant of $3.10, for aggregategross proceeds of approximately $2.0 million. The Pre-Funded Warrants are exercisable at an exercise price of $0.20 per ADS and willnot expire until exercised in full. In connection with this offering, we agreed to issue to Paulson Investment Company, LLC (“Paulson”),as placement agent for the September 2023 Private Placement, warrants to purchase 42,550 ADSs at an exercise price of $4.13 per ADS (representing125% of the price per ADS in the September 2023 Private Placement) and a term expiring on September 22, 2028. Net proceeds, after deducting placement agent fees and other expenses, were approximately$1.7 million.

December2023 Private Placement

InDecember 2023, we closed a private placement with certain investors, including Dr. Ray Prudo, our formerChairman, and Dr. Samir Patel, our director, issuing an aggregate of 947,868 ADSs at $2.11 per ADS, for aggregate gross proceedsof approximately $2.0 million. Net proceeds, after deducting placement agent fees and other expenses, were approximately $1.8million.

November2024 Private Placement

InNovember 2024, we closed a private placement (the “November 2024 Private Placement”) with certain investors, includingDr. Ray Prudo and Dr. Samir Patel, issuing an aggregate of 1,713,402 ADSs, and Series D Warrants (the “SeriesD Warrants”) to purchase up to 1,713,402 ADSs, at a per unit price of $2.26 for aggregate gross proceeds of $3.2 million. The SeriesD Warrants are exercisable immediately, have terms ranging from December 2, 2027 to June 2, 2028, and include cashlessexercise provisions in limited circumstances.

We incurred a total of $204,000 in placement agent fees with Paulson, and in April 2025, issued 408,000,000 ordinary shares to Paulsonin lieu of $204,000 in cash payment. Net proceeds, after deducting placement agent fees and other expenses, were approximately$2.8 million.

March2025 Private Placement

OnMarch 2, 2025, we entered into a securities purchase agreement (the “March 2025 Purchase Agreement”) for a privateplacement (the “March 2025 Offering”), pursuant to which we issued an aggregate of (i) 4,942,626 ADSs, (ii) 1,650,000Pre-Funded Warrants (iii) 8,340,436 Series A Warrants and (iv) 6,637,626 Series B Warrants. The initial closing took place on March 6,2025, and the final closing took place on April 25, 2025. For information on the price per share for each of the Shares, Series A Warrantsand Series B Warrants, see “Prospectus Summary—Recent Developments—March 2025 Private Placement” above.

Thenet proceeds from the March 2025 Offering, after deducting placement agent fees and other offering expenses payable by us, were approximately$5.6 million.

August2025 Note Offering

OnAugust 7, 2025, we entered into Note Purchase Agreements with certain investors, including the Company’s directors (the “NoteInvestors”), in a private placement offering (the “Note Offering”). Pursuant to these agreements, the Note Investorsagreed to purchase, and we agreed to issue unsecured promissory notes with a 20% original issuance discount (each a “Note”and together, the “Notes”). In connection with the Note Offering, we agreed to extend the expiration date of Series A Warrantsby 48 months from their original date of expiration through Warrant Amendment Agreements.

OnAugust 15, 2025 and August 18, 2025 (the “Closing Dates”), we completed the first tranche of closings for the Note Offering,issuing Notes with an aggregate purchase price of $2,261,000 and an aggregate principal amount of $2,826,250, which includes a note exchangewith the Company’s Chairman, Dr. Hoyoung Huh, as outlined below. The Notes mature 12 months from their respective Closing Dates,at which time the principal amount becomes due and payable. On the Closing Dates, we also entered into the Warrant Amendment Agreementswith certain Note Investors, extending the expiration date of Series A Warrants to purchase an aggregate of 1,973,211 ADSs.

Aspart of the first tranche, Dr. Hoyoung Huh, the Company’s Chairman, purchased a Note with a principal amount of $1,250,000 fora purchase price of $1,000,000. The purchase price was satisfied through a cash payment of $162,567 and the cancellation of $837,433 inoutstanding principal and accrued interest under a senior secured promissory note previously issued to him by our wholly owned subsidiary,Peak Bio Inc., in January 2024 (the “Peak Bio Note”). On August 7, 2025, we entered into a Loan Cancellation and ExchangeAgreement, whereby the Peak Bio Note was cancelled and extinguished to partially satisfy the purchase price of the Note purchased byDr. Huh.

Weagreed to pay a 5% advisory fee in cash on the total gross cash proceeds of approximately $1.4 million to the placement agent inconnection with the Notes issued and sold on the Closing Dates.

Thesecurities described above were offered and sold pursuant to the exemption from the registration provided by Section 4(a)(2) of the SecuritiesAct or Rule 506 of Regulation D promulgated thereunder.

Theexhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

Nofinancial statement schedules are provided because the information called for is not required or is shown either in financial statementsor the related notes.

ExhibitIndex

Theundersigned registrant hereby undertakes:

provided,however, that paragraphs (1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effectiveamendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 orsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is containedin a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets allof the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized, in the City of Boston, State of Massachusetts on this 29^th day of August, 2025.

POWEROF ATTORNEY

KNOWALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Abizer Gaslightwala and TorstenHombeck, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution,for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effectiveamendments, to this registration statement, and any registration statement relating to the offering covered by this registration statementand filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and otherdocuments in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, andeach of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully toall intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-factand agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons onbehalf of the registrant and in the capacities and on the dates indicated.

Exhibit5.1

AkariTherapeutics, PLC

22 Boston Wharf Road FL7

Boston, MA 02210

USA

29August 2025

DearSirs

AkariTherapeutics, PLC – Registration Statement on Form S-1 - Exhibit 5.1

Wehereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit thatwe are in the category of persons whose consent is required under section 7 of the Securities Act or the Rules.

Yoursfaithfully

ASSERSON LAW OFFICES

Exhibit10.3

ORDINARYSHARE PURCHASE AGREEMENT

ThisOrdinary Share Purchase Agreement (this “Agreement”) is entered into effective as August 29, 2025 (the“Execution Date”), by and between Akari Therapeutics, Plc, public limited company incorporated under the lawsof England and Wales (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the“Investor”).

WHEREAS,the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, during the Commitment Period(as defined herein), the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchasefrom the Company, up $25,000,000 in aggregate gross purchase price of newly issued Ordinary Shares (as defined herein) which may be exchangedfor American Depositary Shares, as determined in accordance with the terms of this Agreement;

WHEREAS,such sales of Ordinary Shares by the Company to the Investor will be made in reliance upon the exemption provided by Section 4(a)(2)of the Securities Act (“Section 4(a)(2)”) and/or Rule 506(b) of Regulation D, and upon such other exemptionfrom the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and sales ofOrdinary Shares by the Company to the Investor to be made hereunder;

WHEREAS,the parties hereto are concurrently entering into a Registration Rights Agreement of even date herewith, in the form attached heretoas Exhibit E (the “Registration Rights Agreement”), pursuant to which the Company shall registerthe resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditionsset forth therein; and

WHEREAS,in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the CommitmentShares (as defined herein), pursuant to and in accordance with Section 6.4 herein.

NOW,THEREFORE, the parties hereto agree as follows:

ARTICLEI

CERTAINDEFINITIONS

Section1.1. DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated(such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ADSProgram Issuance and Delivery Instruction” shall mean with respect to any Purchase Shares or Commitment Shares issued asOrdinary Shares pursuant to this Agreement, an instruction addressed to the Depositary in the form agreed to by the Company, the Depositaryand the Investor prior to the date hereof, signed by the Investor and delivered to the Company, for the Depositary to accept such OrdinaryShares and issue American Depositary Shares to the Investor as DTC Shares without restrictive legend.

“ADSConversion Ratio” shall mean, at any given time, the ratio represented by the number of Ordinary Shares represented byone American Depositary Share, as then in effect for the Company which is 2,000 Ordinary Shares to 1 Company American Depositary Shareas of the Execution Date.

“Agreement”shall have the meaning specified in the preamble hereof.

“AmericanDepositary Shares” shall mean such American depositary shares of the Company issued by the Depositary pursuant to an ADSProgram Issuance and Delivery Instruction, each one American Depositary Share representing that number of Ordinary Shares of the Companymultiplied by the ADS Conversion Ratio.

“AverageDaily Trading Volume” shall mean the median daily trading volume of the Company’s American Depositary Shares overthe most recent five (5) Business Days immediately preceding the date of delivery of a Purchase Notice.

“BankruptcyLaw” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“BeneficialOwnership Limitation” shall have the meaning specified in Section 7.2(g).

“BusinessDay” shall mean a day on which the Principal Market shall be open for business.

“ClaimNotice” shall have the meaning specified in Section 9.3(a).

“ClearingCosts” shall mean the Investor’s broker and Registrar costs with respect to each deposit of Purchase Securities.

“Closing”shall mean the closing of a purchase and sale of Purchase Securities as described in Section 2.1.

“CommitmentAmount” shall mean Twenty-Five Million United States Dollars ($25,000,000).

“CommitmentPeriod” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investorshall have purchased an aggregate number of Purchase Securities pursuant to this Agreement equal to the Commitment Amount or (ii) thethird (3^rd) anniversary of the Execution Date.

“CommitmentShares” shall have the meaning specified in Section 6.4.

“CommitmentShares Determination Date” means the date that is the 180th day after the effective date of the Registration Statement.

“CommitmentShares Determination Period” means the 10 Business day period preceding and including the Commitment Shares DeterminationDate.

“Company”shall have the meaning specified in the preamble to this Agreement.

“CurrentReport” has the meaning set forth in Section 6.2.

“Custodian”means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Damages”shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees anddisbursements and costs and expenses of expert witnesses and investigation).

“Depositary”means the depositary bank for the American Depositary Shares, which as of the Execution Date is Deutsche Bank Trust Company Americas,or such other Person who is then serving as the depositary bank for the Company with respect to the American Depositary Shares.

“DesignatedBrokerage Account” shall mean the brokerage account provided by the Investor for the delivery of the applicable Securities.

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

“DocumentPreparation Fee” shall be $15,000, payable by the Company to the Investor on the date of the first Purchase Notice, inwhich case such payment shall be deducted from the Investment Amount.

“DTC”shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DTC/FASTProgram” shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC”shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWACEligible” shall mean that (a) the Purchase Securities are eligible at DTC for full services pursuant to DTC’s OperationalArrangements (as defined by the DTC), including, without limitation, transfer through DTC’s DWAC system, (b) the Company has beenapproved (without revocation) by the DTC’s underwriting department, (c) the Depositary is approved as an agent in the DTC/FASTProgram, (d) the Purchase Securities are otherwise eligible for delivery via DWAC, and (e) the Depositary does not have a policy prohibitingor limiting delivery of the Securities, as applicable, via DWAC.

“DWACShares” means American Depositary Shares that are (i) issued in electronic form, (ii) freely tradable and transferableand without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specifiedDWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

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

“ExchangeCap” shall have the meaning set forth in Section 7.1(d).

“ExecutionDate” shall have the meaning set forth in the first paragraph of this Agreement.

“FloorPrice” shall mean $0.20.

“IndemnifiedParty” shall have the meaning specified in Section 9.1.

“IndemnifyingParty” shall have the meaning specified in Section 9.1.

“IndemnityNotice” shall have the meaning specified in Section 9.3(b).

“InvestmentAmount” shall mean the gross price of the Purchase Securities, less Clearing Costs.

“InvestmentLimit” shall mean $2,000,000, subject to increase at the sole discretion of the Investor.

“Investor”shall have the meaning specified in the preamble to this Agreement.

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

“MaterialAdverse Effect” shall mean any effect on the business, operations, properties, condition (financial or otherwise), or prospectsof the Company that is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwisematerially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document; provided,however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directlyor indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting theindustries in which the Company operates; (iii) any changes in financial, banking or securities markets in general, including any disruptionthereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war(whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permittedby this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Investor; (vi)any matter of which Investor is aware on the date hereof; (vii) any changes in applicable laws or accounting rules (including GAAP) orthe enforcement, implementation or interpretation thereof; (viii) the announcement, pendency or completion of the transactions contemplatedby this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationshipswith the Company; (ix) any natural or man-made disaster or acts of God; (x) any epidemics, pandemics, disease outbreaks, or other publichealth emergencies; or (xi) any failure by the Company to meet any internal or published projections, forecasts or revenue or earningspredictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).

“MinimumPrice” shall have the meaning specified in Section 7.1(d).

“OrdinaryShares” shall mean the Company’s ordinary shares, $0.0001 par value per share, and any shares of any other classof equity securities issued in replacement thereof.

“OrdinaryShares Equivalents” means any securities of the Company entitling the holder thereof to acquire at any time Ordinary Shares,including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertibleinto or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“PEAPeriod” shall mean the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Business Day immediatelyprior to the filing of any post-effective amendment to the Registration Statement or any new registration statement, or any annual andquarterly report, and ending at 9:30 a.m., New York City time, on the Business Day immediately following (i) the effective date of suchpost-effective amendment of the Registration Statement or such new registration statement, or (ii) the date of filing of such annualand quarterly report, as applicable.

“Person”shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a governmentor political subdivision or an agency or instrumentality thereof.

“PrincipalMarket” shall mean any of the national exchanges (i.e. NYSE, AMEX, Nasdaq) or other principal exchange or recognized quotationsystem which is at the time the principal trading platform or market for the American Depositary Shares.

“PurchaseNotice” shall mean a written notice from Company, substantially in the form of Exhibit A attached hereto (a “RapidPurchase Option 1 Notice Form”), Exhibit B attached hereto (a “Rapid Purchase Option 2 Notice Form”),Exhibit C attached hereto (an “Rapid Purchase Option 3 Notice Form”) or Exhibit D attached heretoto the Investor (a “VWAP Purchase Notice Form”), delivered as a Rapid Purchase Option 1 Notice, Rapid PurchaseOption 2 Notice, Rapid Purchase Option 3 Notice, or VWAP Purchase Notice to the Investor and with a copy of such notice delivered tothe Registrar and Depositary, setting forth the Purchase Securities which the Company requires the Investor to purchase pursuant to theterms of this Agreement.

“PurchaseNotice Limit” shall mean, for any Purchase Notice, (A) the Investor’s committed obligation under such Purchase Noticeshall not exceed the Investment Limit, and (B) the maximum amount of Purchase Securities the Company may require the Investor to purchasein any Purchase Notice shall be the lesser of: (i) 70% of the Average Daily Trading Volume or (ii) the Investment Limit divided by thehighest closing price of the American Depositary Shares over the most recent five (5) Business Days immediately preceding receipt ofthe subject Purchase Notice. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit with respect to any submittedPurchase Notice, at any time at its sole discretion, following receipt of a written request regarding the same from the Company.

“PurchaseNotice ADSs” shall mean the American Depositary Shares to be issued to the Investor in connection with any purchase ofPurchase Notice Shares. The Purchase Notice ADSs will be evidenced by American Depositary Receipts (“ADRs”)to be issued pursuant to the Deposit Agreement, dated as December 7, 2012 and as amended from time to time, among the Company,the Depositary and all owners and holders from time to time of ADSs issued thereunder (as amended, and as may hereafter be amended orotherwise modified in accordance with its terms, the “Deposit Agreement”).

“PurchaseNotice Shares” shall mean all Ordinary Shares that the Company shall be entitled to issue as set forth in all applicablePurchase Notices in accordance with the terms and conditions of this Agreement.

“PurchaseSecurities” shall mean the Purchase Notice Shares together with the Purchase Notice ADSs.

“RapidClosing Date” shall have the meaning specified in Section 2.2.

“RapidPurchase Option 1 Investment Amount” shall mean the applicable Purchase Securities referenced in the Rapid Purchase Option1 Notice multiplied by the applicable Rapid Purchase Option 1 Price.

“RapidPurchase Option 1 Notice” shall mean a completed and executed Rapid Purchase Option 1 Notice Form initiating the closingof a purchase and sale of shares of Purchase Securities as described in Section 2.2.

“RapidPurchase Option 1 Notice Date” shall have the meaning specified in Section 2.2.

“RapidPurchase Option 1 Price” shall mean the lowest traded price of the American Depositary Shares during the Business Day thatthe Rapid Purchase Option 1 Notice is received.

“RapidPurchase Option 1 Valuation Period” shall mean the same day as the Rapid Purchase Option 1 Notice Date.

“RapidPurchase Option 2 Closing Date” shall have the meaning specified in Section 2.2.

“RapidPurchase Option 2 Investment Amount” shall mean the applicable Purchase Securities referenced in the Rapid Purchase Option2 Notice multiplied by the Rapid Purchase Option 2 Price.

“RapidPurchase Option 2 Notice” shall mean a completed and executed Rapid Purchase Option 2 Notice Form initiating the closingof a purchase and sale of shares of Purchase Securities as described in Section 2.2.

“RapidPurchase Option 2 Notice Date” shall have the meaning specified in Section 2.2.

“RapidPurchase Option 2 Price” shall be equal to ninety-seven percent (97%) multiplied by the lowest traded price of the AmericanDepositary Shares that occurs on the Rapid Purchase Option 2 Notice Date during the two hours following the Investor’s confirmedreceipt of the Rapid Purchase Option 2 Notice.

“RapidPurchase Option 2 Valuation Period” shall mean the same day as the Rapid Purchase Option 2 Notice Date.

“RapidPurchase Option 3 Closing Date” shall have the meaning specified in Section 2.2.

“RapidPurchase Option 3 Investment Amount” shall mean the applicable Purchase Securities referenced in the Rapid Purchase Option3 Notice multiplied by the applicable Rapid Purchase Option 3 Price.

“RapidPurchase Option 3 Notice” shall mean a completed and executed Rapid Purchase Option 3 Notice Form initiating the closingof a purchase and sale of shares of Purchase Securities as described in Section 2.2.

“RapidPurchase Option 3 Notice Date” shall have the meaning specified in Section 2.2.

“RapidPurchase Option 3 Price” means the lower of (i) the opening price of the American Depositary Shares on the Rapid PurchaseOption 3 Notice Date, (ii) the closing price of the American Depositary Shares on the Business Day immediately preceding the Rapid PurchaseOption 3 Notice Date, and (iii) the VWAP on the Rapid Purchase Option 3 Notice Date, provided however, in each case, if at the time theCompany delivers a Rapid Purchase Option 3 Notice the trading price of the American Depositary Shares is lower than the opening priceof such shares on the Rapid Purchase Option 3 Notice Date, then the Rapid Purchase Option 3 Price be discounted by 20%.

“RapidPurchase Option 3 Valuation Period” shall mean the same day as the Rapid Purchase Option 3 Notice Date.

“Registrar”shall mean the registrar of the Company as of the Execution Date, and any successor registrar of the Company.

“RegistrationRights Agreement” shall have the meaning specified in the Recitals.

“RegistrationStatement” shall have the meaning specified in Section 6.3.

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

“Rule144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.

“SEC”shall mean the United States Securities and Exchange Commission.

“SECDocuments” shall have the meaning specified in Section 4.5.

“Securities”mean the Purchase Securities, Commitment Shares and any other securities issued to the Investor by the Company pursuant to this Agreement.

“SecuritiesAct” shall mean the Securities Act of 1933, as amended.

“Subsidiary”means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the votingstock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated underthe Securities Act.

“Termination”shall mean any termination outlined in Section 10.5.

“TransactionDocuments” shall mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.

“ValuationPeriod” shall mean the Rapid Purchase Option 1 Notice Date, Rapid Purchase Option 2 Notice Date, Rapid Purchase Option3 Notice Date or the VWAP Purchase Valuation Period, as applicable.

“VWAP”means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if thePrincipal Market is not the principal trading market for such security, then on the principal securities exchange or securities marketon which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,as reported by E*TRADE Securities LLC graph study function or Bloomberg through its “VAP” function (set to 09:30:01 starttime and 15:59:59 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-countermarket on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloombergfor such hours, the average of the highest closing bid price and the lowest closing asking price of any of the market makers for suchsecurity as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculatedfor such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value asmutually determined by the Company and the Investor. If the Company and the Investor are unable to agree upon the fair market value ofsuch security, then such dispute shall be resolved in accordance with the procedures in Section 10.16. All such determinationsshall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar transactionduring such period.

“VWAPClosing Date” shall have the meaning specified in Section 2.2.

“VWAPPurchase Investment Amount” shall mean the applicable Purchase Securities referenced in the VWAP Purchase Notice multipliedby the VWAP Purchase Price.

“VWAPPurchase Notice” shall mean a completed and executed VWAP Purchase Notice Form initiating the closing of a purchase andsale of shares of Purchase Securities as described in Section 2.2.

“VWAPPurchase Notice Date” shall have the meaning specified in Section 2.2.

“VWAPPurchase Price” shall be equal to (i) ninety-seven percent (97%) multiplied by the lowest daily VWAP that occurs duringthe VWAP Purchase Valuation Period for any of the first $12,500,000 of Closings of Purchase Notices, and (ii) ninety-eight percent(98%) multiplied by the lowest daily VWAP that occurs during the VWAP Purchase Valuation Period for any of the second $12,500,000of Closings of Purchase Notices.

“VWAPPurchase Valuation Period” shall mean the two (2) consecutive Business Days commencing on the VWAP Purchase Notice Date.For avoidance of doubt, the VWAP Purchase Notice Date shall be the first Business Day in the Valuation Period.

.

ARTICLEII

PURCHASEAND SALE OF PURCHASE SECURITIES

Section2.1 PURCHASE NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of ArticleVII), the Company shall have the right, but not the obligation, to require the Investor, by its delivery to the Investor of a PurchaseNotice, from time to time, to purchase the Purchase Securities, provided that the amount of Purchase Securities shall not exceed thePurchase Notice Limit or the Beneficial Ownership Limitation set forth in Section 7.2(g), (each such purchase, a “Closing”).Furthermore, the Company shall not deliver any Purchase Notices to the Investor (a) during the PEA Period unless waived by the Investorin writing or (b) if the most recent closing price of the American Depositary Shares is below the Floor Price, unless waived by the Investorin writing. Alongside every delivery of a Purchase Notice to the Investor, the Company shall (i) promptly deliver notice to the Registrarof the such notice, including ADS Program Issuance and Delivery Instructions to its Registrar to promptly issue to the Depositary theOrdinary Shares to be issued in connection with such purchase and the Ordinary Shares so issued shall be deposited with the Depositarypursuant to the Deposit Agreement, and (ii) upon such deposit, the Company shall promptly direct the Depositary to immediately issuean amount of American Depositary Shares equal to the Purchase ADSs to be purchased by the Buyer in connection with such purchase.

Section2.2 MECHANICS.

(a)RAPID PURCHASE OPTION 1 NOTICE. At any time and from time to time during the Commitment Period, except as otherwise providedin this Agreement, the Company may deliver a Rapid Purchase Option 1 Notice to Investor, subject to satisfaction of the conditions setforth in Article VII, acceptance by the Investor, and as otherwise provided herein. The Company shall deliver the Purchase NoticeADSs as DWAC Shares to the Designated Brokerage Account simultaneously with the delivery of the Rapid Purchase Option 1 Notice. A RapidPurchase Option 1 Notice shall be deemed delivered on the Business Day a Rapid Purchase Option 1 Notice Form is received by 2:00 p.m.New York time by email by the Investor (the “Rapid Purchase Option 1 Notice Date”). If the applicable RapidPurchase Option 1 Notice Form is received after 2:00 p.m. New York time, then the next Business Day shall be the Rapid Purchase Option1 Notice Date, unless waived by Investor in writing. Each party shall use its commercially reasonable efforts to perform or fulfill allconditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shallbe consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actionsand to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and makeeffective this Section 2.2(a) and the transactions contemplated herein.

(b)RAPID PURCHASE OPTION 1 CLOSING. The Closing of a Rapid Purchase Option 1 Notice shall occur two (2) Business Days followingthe Rapid Purchase Option 1 Notice Date (the “Rapid Closing Date”), whereby the Investor shall deliver to theCompany, by 5:00 p.m. New York time on the Rapid Closing Date, the Rapid Purchase Option 1 Investment Amount by wire transfer of immediatelyavailable funds to an account designated by the Company.

(c)RAPID PURCHASE OPTION 2 NOTICE. At any time and from time to time during the Commitment Period, except as otherwise providedin this Agreement, the Company may deliver a Rapid Purchase Option 2 Notice to Investor, subject to satisfaction of the conditions setforth in Article VII, acceptance by the Investor, and as otherwise provided herein. The Company shall deliver the Purchase NoticeADSs as DWAC Shares to the Designated Brokerage Account simultaneously with the delivery of the Rapid Purchase Option 2 Notice. A RapidPurchase Option 2 Notice shall be deemed delivered on the Business Day (i) a Rapid Purchase Option 2 Notice Form is received prior to9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice ADSs has been initiated and completedas confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Rapid Purchase Option2 Notice Date”). If the applicable Rapid Purchase Option 2 Notice Form is received after 9:00 a.m. New York time or theDWAC of the applicable Purchase Notice ADSs has not been completed as confirmed by the Investor’s Designated Brokerage Accountby 9:00 a.m. New York time, then the next Business Day shall be the Rapid Purchase Option 2 Notice Date, unless waived by Investor inwriting. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performedor fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Eachparty also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all thingsnecessary, proper or advisable under applicable laws and regulations to consummate and make effective this Section 2.2(c) andthe transactions contemplated herein.

(d)RAPID PURCHASE OPTION 2 CLOSING. The Closing of a Rapid Purchase Option 2 Notice shall occur one (1) Business Day followingthe Rapid Purchase Option 2 Notice Date (the “Rapid Purchase Option 2 Closing Date”), whereby the Investorshall deliver to the Company, by 5:00 p.m. New York time on the Rapid Purchase Option 2 Closing Date, the Rapid Purchase Option 2 InvestmentAmount by wire transfer of immediately available funds to an account designated by the Company.

(e)RAPID PURCHASE OPTION 3 NOTICE. At any time and from time to time during the Commitment Period, except as otherwise providedin this Agreement, the Company may deliver a Rapid Purchase Option 3 Notice to Investor, subject to satisfaction of the conditions setforth in Article VII, acceptance by the Investor, and as otherwise provided herein. The Company shall deliver the Purchase NoticeADSs as DWAC Shares to the Designated Brokerage Account simultaneously with the delivery of the Rapid Purchase Option 3 Notice. A RapidPurchase Option 3 Notice shall be deemed delivered on the Business Day (i) a Rapid Purchase Option 3 Notice Form is received prior to9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice ADSs has been initiated and completedas confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Rapid Purchase Option3 Notice Date”). If the applicable Rapid Purchase Option 3 Notice Form is received after 9:00 a.m. New York time or theDWAC of the applicable Purchase Notice ADSs has not been completed as confirmed by the Investor’s Designated Brokerage Accountby 9:00 a.m. New York time, then the next Business Day shall be the Rapid Purchase Option 3 Notice Date, unless waived by Investor inwriting. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performedor fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Eachparty also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all thingsnecessary, proper or advisable under applicable laws and regulations to consummate and make effective this Section 2.2(e) andthe transactions contemplated herein.

(f)RAPID PURCHASE OPTION 3 CLOSING. The Closing of a Rapid Purchase Option 3 Notice shall occur one (1) Business Day followingthe Rapid Purchase Option 3 Notice Date (the “Rapid Purchase Option 3 Closing Date”), whereby the Investorshall deliver to the Company, by 5:00 p.m. New York time on the Rapid Purchase Option 3 Closing Date, the Rapid Purchase Option 3 InvestmentAmount by wire transfer of immediately available funds to an account designated by the Company.

(g)VWAP PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement,the Company may deliver a VWAP Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Article VIIand otherwise provided herein. The Company shall deliver the Purchase Notice ADSs as DWAC Shares to the Designated Brokerage Accountalongside the delivery of the VWAP Purchase Notice. A VWAP Purchase Notice shall be deemed delivered on the Business Day (i) that anapplicable VWAP Purchase Notice Form is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicablePurchase Notice ADSs has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m.New York time (the “VWAP Purchase Notice Date”). If the applicable VWAP Purchase Notice Form is received after9:00 a.m. New York time or the DWAC of the applicable Purchase Notice ADSs has not been completed as confirmed by the Investor’sDesignated Brokerage Account by 9:00 a.m. New York time, then the next Business Day shall be the VWAP Purchase Notice Date, unless waivedby Investor in writing. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligationsto be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon aspracticable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or causeto be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Section2.2(g) and the transactions contemplated herein.

(h)VWAP PURCHASE CLOSING. The Closing of a VWAP Purchase Notice shall occur two (2) Business Day following the VWAP PurchaseValuation Period (the “VWAP Closing Date”), whereby the Investor shall deliver to the Company, by 5:00 p.m.New York time on the VWAP Closing Date, the VWAP Purchase Investment Amount by wire transfer of immediately available funds to an accountdesignated by the Company.

ARTICLEIII
REPRESENTATIONS AND WARRANTIES OF INVESTOR

TheInvestor represents and warrants to the Company that:

Section3.1 INTENT. The Investor is entering into this Agreement for its own account. The Investor reserves the right to dispose ofthe Securities at any time in accordance with federal and state securities laws applicable to such disposition.

Section3.2 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investorhas such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk. The Investor representsthat it is able to bear any loss associated with an investment in the Company.

Section3.3 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the TransactionDocuments and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documentsand the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action andno further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been duly executedby the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligationsof the Investor enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, or similar lawsrelating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of generalapplication.

Section3.4 NOT AN AFFILIATE. The Investor is not an officer, director, or “affiliate” (as that term is defined in Rule405 of the Securities Act) of the Company.

Section3.5 ORGANIZATION AND STANDING; COMPLIANCE WITH LAWS. The Investor is an entity duly incorporated or formed, validly existingand in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limitedliability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents.The Investor will comply with all U.S. federal securities laws applicable to its purchase and resale of Purchase Securities, subjectto the Company’s related compliance with all applicable laws as contemplated herein.

Section3.6 ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents and the consummation of the transactionscontemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument oragreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with orconstitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture,instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approvalof any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligationto which the Investor is subject or to which any of its assets, operations or management may be subject.

Section3.7 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalfof the Company and has had access to all publicly available information with respect to the Company.

Section3.8 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotionalmeeting, television advertisement or any other form of general solicitation or advertising.

Section3.9 PRIOR COMMUNICATION. The Investor confirms that it is not relying on any communication (written or oral) of the Companyor any of its affiliates, as investment or tax advice or as a recommendation to purchase the Purchase Securities. It is understood thatinformation and explanations related to the terms and conditions of the Securities provided by the Company or any of its affiliates shallnot be considered investment or tax advice or a recommendation to purchase the Purchase Securities, and that neither the Company norany of its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Company.

ARTICLEIV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Exceptas set forth in the SEC Documents and the Disclosure Schedules, which SEC Documents and Disclosure Schedules shall be deemed a part hereofand shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding sectionof the Disclosure Schedules, the Company represents and warrants to the Investor, as of the Execution Date, that:

Section4.1 ORGANIZATION OF THE COMPANY. The Company is an entity duly incorporated or otherwise organized, validly existing and ingood standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to ownand use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default ofany of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company is duly qualifiedto conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conductedor property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the casemay be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in anysuch jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.The Company has no Subsidiaries.

Section4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations underthe Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactionscontemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization ofthe Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered bythe Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generallythe enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Section4.3 CAPITALIZATION. As of the Execution Date, the authorized Ordinary Shares of the Company consists of 330,854,276,210Ordinary Shares, of which 65,229,461,523 Ordinary Shares are issued and outstanding as of the Execution Date. Except as set forthin the SEC Documents, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act,other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of OrdinaryShares to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of OrdinaryShares Equivalents outstanding as of the date of the periodic report filed under the Exchange Act. Except as set forth in the SEC Documents,no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactionscontemplated by the Transaction Documents. Except as set forth in the SEC Documents, there are no outstanding options, warrants, scriprights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertibleinto or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any Ordinary Shares, or contracts,commitments, understandings or arrangements by which the Company is or may become bound to issue additional Ordinary Shares or OrdinaryShares Equivalents. Except as set forth in the SEC Documents, the issuance and sale of the Securities will not obligate the Company toissue Ordinary Shares or other securities to any Person (other than the Investor) and will not result in a right of any holder of Companysecurities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth in the SEC Documents,there are no shareholder agreements, voting agreements or other similar agreements with respect to the Company’s capital stockto which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Section4.4 LISTING AND MAINTENANCE REQUIREMENTS. The American Depositary Shares are registered pursuant to Section 12(b) of the ExchangeAct, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registrationof the American Depositary Shares under the Exchange Act nor has the Company received any notification that the SEC is contemplatingterminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from the PrincipalMarket on which the American Depositary Shares are or have been listed or quoted to the effect that the Company is not in compliancewith the listing or maintenance requirements of such Principal Market. The Company is and has no reason to believe that it will not inthe foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Section4.5 SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents requiredto be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) thereof, for the one (1)year preceding the Execution Date (or such shorter period as the Company was required by law or regulation to file such material) (theforegoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to hereinas the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respectswith the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicableto such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to statea material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances underwhich they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substancein all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicablerules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accountingprinciples applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statementsor the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensedor summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof andthe results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the TransactionDocuments, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents orcounsel with any information that it believes constitutes or might constitute material, non-public information. The Company understandsand confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

Section4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable TransactionDocuments, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company otherthan restrictions on transfer provided for in the Transaction Documents.

Section4.7 NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummationby the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase Securities,do not and will not: (a) result in a violation of the Company’s certificate or articles of incorporation, by-laws or other organizationalor charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both wouldbecome a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give toothers any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of any federal,state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicableto the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations,amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect)nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company isnot being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations thateither singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, stateor local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any courtor governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents (other thanany SEC or state securities filings that may be required to be made by the Company in connection with the issuance of Purchase Securitiesor subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representationmade in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investorherein.

Section4.8 NO MATERIAL ADVERSE EFFECT. No event has occurred that would have a Material Adverse Effect on the Company that has notbeen disclosed in SEC Documents.

Section4.9 LITIGATION AND OTHER PROCEEDINGS. Other than as described in the SEC Documents, there are no material actions, suits,investigations, inquiries or similar proceedings (however any governmental agency may name them) pending or, to the knowledge of theCompany, threatened against or affecting the Company or its properties, nor has the Company received any written or oral notice of anysuch action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunctionor decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agencywhich would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated,any investigation by the SEC involving the Company or any current or former director or officer of the Company.

Section4.10 REGISTRATION RIGHTS. Other than as disclosed in the SEC Documents and other than those security holders included in theRegistration Statement, no Person (other than the Investor) has any right to cause the Company to effect the registration under the SecuritiesAct of any securities of the Company.

Section4.11 ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SECURITIES. The Company acknowledges and agrees that the Investoris acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplatedhereby and thereby and that the Investor is not (i) an officer or director of the Company, or (ii) an “affiliate” (as definedin Rule 144) of the Company. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary ofthe Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby,and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactionscontemplated hereby and thereby is merely incidental to the Investor’s purchase of the Purchase Securities. The Company furtherrepresents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independentevaluation by the Company and its representatives.

Section4.12 NO GENERAL SOLICITATION; PLACEMENT AGENT. Neither the Company, nor any Person acting on its behalf, has engaged in anyform of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection withthe offer or sale of the Securities.

Section4.13 NO INTEGRATED OFFERING. None of the Company, its affiliates, and any Person acting on their behalf has, directly or indirectly,made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offeringof the Securities to be integrated with prior offerings for purposes of any applicable shareholder approval provisions, including, withoutlimitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Companyare listed or designated, but excluding shareholder consents required to authorize and issue the Securities or waive any anti-dilutionprovisions in connection therewith.

Section4.14 OTHER COVERED PERSONS. The Company is not aware of any Person that has been or will be paid (directly or indirectly)remuneration for solicitation of the Investor in connection with the sale of any Securities.

ARTICLEV

COVENANTSOF INVESTOR

Section5.1 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuantto any understanding with it, will execute any Short Sales during the period from the Execution Date to the end of the Commitment Period.For the purposes hereof, and in accordance with Regulation SHO under the Exchange Act, the sale after delivery of the Purchase Noticesof such number of Purchase Securities purchased under the applicable Purchase Notice shall not be deemed a Short Sale. The parties acknowledgeand agree that during the applicable Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subjectpurchased Purchase Securities to third-parties. The Investor shall, until such time as the transactions contemplated by the TransactionDocuments are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentialityof the existence and terms of this transaction and the information included in the Transaction Documents. “Short Sales”shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

Section5.2 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to American DepositaryShares will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRAand the Principal Market.

ARTICLEVI

COVENANTSOF THE COMPANY

Section6.1 LISTING OF AMERICAN DEPOSITARY SHARES. The Company shall use commercially reasonable efforts to maintain, so long as anyAmerican Depositary Shares shall be so listed, the listing, if required, of all such American Depositary Shares on the Principal Marketfrom time to-time issuable hereunder. The Company shall use its commercially reasonable best efforts to continue the listing or quotationand trading of the American Depositary Shares on the Principal Market (including, without limitation, maintaining sufficient net tangibleassets, if required) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylawsor rules of the Principal Market.

Section6.2 FILING OF CURRENT REPORT. The Company agrees that it shall file a Current Report on Form 8-K, including the TransactionDocuments as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the execution of the transactionscontemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”).The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two(2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investorshall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) BusinessDay from the date the Investor receives it from the Company.

Section6.3 FILING OF REGISTRATION STATEMENT. The Company shall file with the SEC, within thirty (30) calendar days after the ExecutionDate, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance with the termsof the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Registration Statement shall relateto the transactions contemplated by, and describing the material terms and conditions of, this Agreement and disclosing all informationrelating to the transactions contemplated hereby required to be disclosed in the Registration Statement and the prospectus supplementas of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned“Plan of Distribution” in the Registration Statement. The Company shall permit the Investor to review and comment upon theRegistration Statement within a reasonable time prior to its filing with the SEC, the Company shall give reasonable consideration toall such comments, and the Company shall not file the Current Report Is or the Registration Statement with the SEC in a form to whichthe Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securitiesbeneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor andany other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Companyin connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate withthe Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the RegistrationStatement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material factor omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in lightof the circumstances under which they were made, not misleading, in any pre-existing registration statement filed or any new registrationstatement or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (includingthe passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shalluse its best efforts thereafter to file with the SEC any Post-Effective Amendment to the Registration Statement, amended prospectus orprospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Section6.4 COMMITMENT CASH; COMMITMENT SHARES.

(a)In consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, then (i) on the firstday that the aggregate price of Purchase Notices delivered to the Investor by the Company under this Agreement exceeds $500,000 then,as a commitment fee, $37,500 shall be automatically deducted from the amount of cash that the Investor has to deliver to the Companyunder such Purchase Notice; (ii) on the first day that the aggregate face value of Purchase Notices delivered to the Investor by theCompany exceeds $1,000,000 then, as a commitment fee, $87,500 shall be automatically deducted from the amount of cash that the Investorhas to deliver to the Company under such Purchase Notice, provided however that if the an aggregate amount of $1,000,000 of PurchaseNotice is delivered on any day prior to the Company having previously delivered an aggregate of $500,000 of Purchase Notices, then, asa commitment fee, $125,000 shall be automatically deducted from the amount of cash that the Investor has to deliver to the Company undersuch Purchase Notice.

(b)In consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, in the event thatthe Company fails to cause the Closing of at least $625,000 of Purchase Shares under this Agreement by the Commitment Shares DeterminationDate, the Company shall immediately cause the Registrar to issue an amount of Ordinary Shares that is exchangeable via the ConversionRatio into an amount of American Depositary Shares that is equal to $75,000 divided by the lowest traded price of the American DepositaryShares during the Commitment Shares Determination Period (the “Commitment Shares”) to the Investor as a commitmentfee. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance of theCommitment Shares is not contingent upon any other event or condition, including, without limitation, the Company’s submissionof a Purchase Notice to the Investor, the filing of a Registration Statement, and irrespective of any termination of this Agreement.The Company shall include on the Registration Statement filed with the SEC, all Commitment Shares. Further, to the extent that (i) allconditions of Rule 144 under the Securities Act are met, or (ii) a registration statement covering the Commitment Shares has been declaredeffective, to the extent that the Investor has delivered a ADS Program Issuance and Delivery Instruction to the Company with respectto the Commitment Shares, the Company shall cause the Depositary to issue the Commitment Shares to the Investor as DTC Shares free fromany restrictive legend no later than two (2) Business Days from such date.

Section6.5 NON-PUBLIC INFORMATION. Except with respect to the material terms and conditions of the transactions contemplated by theTransaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants andagrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any informationthat constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investorshall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential.The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securitiesof the Company. To the extent that the Company delivers any material, non-public information to the Investor without such prior writtenconsent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any ofits Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, suchmaterial, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as ofthe Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents,neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any informationthat constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extentthat any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains,material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or othermaterial information with the SEC pursuant to a Current Report on Form 8-K (or Form 6-K). The Company understands and confirms that theInvestor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any otherremedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to theInvestor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York Citytime the next Business Day) file a Form 8-K (or Form 6-K) disclosing this material, non-public information, it shall pay the Investoras partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosedto the Investor and ending and including the day the Form 8-K (or Form 6-K) disclosing this information is filed.

Section6.6 OTHER EQUITY LINE TRANSACTIONS. From the Execution Date until the end of the Commitment Period, without the Investor’sprior written consent, the Company shall be prohibited from entering into any “equity line” or substantially similar transactionwhereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the marketprice of the American Depositary Shares or Ordinary Shares at the time of such purchase; provided, however, that this Section 6.6shall not be deemed to prohibit the issuance of Ordinary Shares pursuant to (i) an “at-the-market offering” by the Companythrough a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registeredbroker-dealer or (ii) the conversion or exercise of derivative securities where the conversion or exercise price varies based on themarket price of the Ordinary Shares. The Investor shall be entitled to seek injunctive relief against the Company to preclude any suchissuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and withoutany bond or other security being required.

Section6.7 REGISTRAR AND DEPOSITARY INSTRUCTIONS. So long as the Registration Statements required under the Registration Rights Agreementhave been declared effective by the SEC, all of the American Depositary Shares to be issued under this Agreement shall be issued withoutany restrictive legend unless the Investor expressly consents otherwise in writing.

ARTICLEVII

CONDITIONSTO DELIVERY OF

PURCHASENOTICE AND CONDITIONS TO CLOSING

Section7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The right of the Company toissue and sell the Purchase Securities to the Investor is subject to the satisfaction of each of the conditions set forth below:

(a)ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall betrue and correct as of the date of this Agreement and as of the date of each Closing as though made at each such time.

(b)PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreementsand conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

(c)PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreementsand conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

(d)PRINCIPAL MARKET REGULATION. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitationsset forth herein, the Company shall not issue more than 13,039,369,358 Ordinary Shares (the “Exchange Cap”)under this Agreement, which equals 19.99% of the Company’s outstanding Ordinary Shares as of the Execution Date, unless shareholderapproval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if (A)at any time the Exchange Cap is reached and at all times thereafter the average price paid for all Ordinary Shares issued under thisAgreement is equal to or greater than $0.0004035 (the “Minimum Price”), a price equal to the lower of (i) theNasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average of the five (5) NasdaqOfficial Closing Prices for the Ordinary Shares immediately preceding the execution of this Agreement, as calculated in accordance withthe rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby wouldnot be “below market” and the Exchange Cap would not apply) or (B) the Company is exempt from obtaining shareholder approvalfor the issuance of shares above the Exchange Cap under the rules of the Principal Market. Notwithstanding the foregoing, the Companyshall not be required or permitted to issue, and the Investor shall not be required to purchase, any Ordinary Shares under this Agreementif such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whetherto obtain shareholder approval to issue more than 19.99% of its outstanding Ordinary Shares hereunder if such issuance would requireshareholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-sharebasis, by the number of Ordinary Shares issued or issuable that may be aggregated with the transactions contemplated by this Agreementunder applicable rules of the Principal Market.

Section7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE THE PURCHASE NOTICE SHARES. The obligation of the Investorhereunder to purchase the Purchase Securities is subject to the satisfaction of each of the following conditions:

(a)EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall have beentimely filed in compliance with the Registration Rights Agreement, shall have become effective, and shall remain effective for the offeringof the Securities and (i) the Company shall not have received notice that the SEC has issued or intends to issue a stop order with respectto such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement,either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal ofthe effectiveness of, such Registration Statement or related prospectus shall exist. The Investor shall not have received any noticefrom the Company that the prospectus and/or any prospectus supplement fails to meet the requirements of Section 5(b) or Section 10 ofthe Securities Act.

(b)ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shallbe true and correct as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specificallymade as of a particular date).

(c)PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with allcovenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.

(d)NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adverselyaffects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may havethe effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.

(e)ADVERSE CHANGES. Since the date of filing of the Company’s most recent annual or quarterly report, no event thathad or is reasonably likely to have a Material Adverse Effect has occurred.

(f)NO SUSPENSION OF TRADING IN OR DELISTING OF AMERICAN DEPOSITARY SHARES. The trading of the American Depositary Shares shallnot have been suspended by the SEC or the Principal Market, or otherwise halted for any reason, and the American Depositary Shares shallhave been approved for listing or quotation on and shall not have been delisted from or no longer quoted on the Principal Market. Inthe event of a suspension, delisting, or halting for any reason, of the trading of the American Depositary Shares during an active PurchaseNotice, as contemplated by this Section 7.2(f), the Investor shall purchase the applicable Purchase Securities in the respectivePurchase Notice at a value equal to the par value of the American Depositary Shares.

(g)BENEFICIAL OWNERSHIP LIMITATION. The number of Purchase Securities then to be purchased by the Investor shall not exceedthe number of such shares that, when aggregated with all other Purchase Securities then owned by the Investor beneficially or deemedbeneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below),as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the numberof Ordinary Shares outstanding is greater or lesser on a date of a Closing (a “Closing Date”) than on the dateupon which the Purchase Notice associated with such Closing Date is given, the amount of Ordinary Shares outstanding on such issuanceof a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Ordinary Sharesmade pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date.In the event the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the BeneficialOwnership Limitation, upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existingshares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 4.99% of the number of OrdinaryShares outstanding immediately prior to the issuance of Ordinary Shares issuable pursuant to a Purchase Notice, provided that, the Investormay increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion upon sixty-one (61) days prior written notice tothe Company. To the extent that the Beneficial Ownership Limitation is exceeded, the number of Ordinary Shares issuable to the Investorshall be reduced so it does not exceed the Beneficial Ownership Limitation. To the extent that the Beneficial Ownership Limitation isexceeded, the number of Ordinary Shares issuable to the Investor shall be reduced void ab initio so it does not exceed the BeneficialOwnership Limitation.

(h)INSTRUCTIONS.

(i)NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the effectivenessof the Registration Statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections5(b) or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15) Business Days following the BusinessDay on which such Purchase Notice is deemed delivered).

(j)NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Securities shall not violate the shareholderapproval requirements of the Principal Market.

(k)DWAC ELIGIBLE. The American Depositary Shares issued hereunder must be DWAC Eligible and not subject to a “DTC chill”.

(l)SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to havebeen filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC.

(m)EXCHANGE CAP. The Exchange Cap has not been reached (to the extent the Exchange Cap is applicable pursuant to Section7.1(d) hereof).

ARTICLEVIII
LEGENDS

Section8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the PurchaseSecurities.

Section8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligationshereunder to comply with all applicable securities laws upon the sale of the Purchase Securities.

ARTICLEIX
INDEMNIFICATION

Section9.1 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmlessthe other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controlssuch party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”)from and against any Damages, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arisingout of this Agreement or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenantor agreement on the part of the Indemnifying Party contained in this Agreement (or an allegation of the foregoing), (ii) any untrue statementor alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or prospectusor prospectus supplement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessaryto make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained inany preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereofor supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statementsmade therein, in light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or allegedviolation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the SecuritiesAct, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily fromthe Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’sfraud, bad faith, gross negligence, recklessness or willful misconduct in performing its obligations under this Agreement; provided,however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only tothe extent, arising out of or based upon an Indemnified Party’s negligence or misconduct, any untrue statement or alleged untruestatement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnishedto the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof,prospectus, prospectus supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).

Section9.2 INDEMNIFICATION PROCEDURE.

(a)A party that seeks indemnification under must promptly give the other party notice of any legal action. But a delay in notice does notrelieve an Indemnifying Party of any liability to any Indemnified Party, except to the extent the Indemnifying Party shows that the delayprejudiced the defense of the action.

(b)The Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified Parties.After assuming the defense, the Indemnifying Party:

(i)must select counsel (including local counsel if appropriate) that is reasonably satisfactory to the Indemnified Parties;

(ii)is not liable to the other party for any later attorney’s fees or for any other later expenses that the Indemnified Partiesincur, except for reasonable investigation costs;

(iii)must not compromise or settle the action without the Indemnified Parties consent (which may not be unreasonably withheld); and

(iv)is not liable for any compromise or settlement made without its consent.

(c)If the Indemnifying Party fails to assume the defense within 10 days after receiving notice of the action, the Indemnifying Party shallbe bound by any determination made in the action or by any compromise or settlement made by the Indemnified Parties, and also remainsliable to pay the Indemnified Parties’ legal fees and expenses.

Section9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2shall be asserted and resolved as follows:

(a)In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted againstor sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “ThirdParty Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any,and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification thatis being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonablyascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”)with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptnessafter the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify theIndemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has beenprejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicablewithin the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an IndemnityNotice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or theamount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense,to defend the Indemnified Party against such Third Party Claim.

(i)If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defendthe Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shallhave the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the IndemnifyingParty, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by theIndemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent ofthe Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that providesfor the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). TheIndemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided,however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the IndemnifyingParty’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadingsor take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; andprovided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expenseof the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the IndemnifyingParty elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claimcontrolled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Partyshall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity underSection 9.2 with respect to such Third Party Claim.

(ii)If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires todefend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecutevigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within theDispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, theThird Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable mannerand in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consentwill not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromiseor settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost andexpense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third PartyClaim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Partyhas notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of itsliability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the IndemnifyingParty in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of theIndemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the IndemnifiedParty’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expensesincurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, anydefense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its owncosts and expenses with respect to such participation.

(iii)If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability tothe Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party withinthe Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party withrespect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of theIndemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Partyon demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, theIndemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided,however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitledto institute such legal action as it deems appropriate.

(b)In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involvea Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifyingthe nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determinedin good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party.The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to theextent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies theIndemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notifythe Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim describedin such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the IndemnifyingParty under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the IndemnifyingParty has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the IndemnifiedParty shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved withinthirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(c)The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonablelegal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Third Party Claim.

(d)The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Partyagainst the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.

ARTICLEX

MISCELLANEOUS

Section10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the Stateof New York without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusivejurisdiction of the United States federal and state courts located in New York, New York, with respect to any dispute arising under theTransaction Documents or the transactions contemplated thereby.

Section10.2 JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaimbrought by either of the parties hereto against the other in respect of any matter arising out of or in connection with the TransactionDocuments.

Section10.3 ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investorand their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by eitherparty to any other Person.

Section10.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respectivesuccessors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as contemplated by ArticleIX.

Section10.5 TERMINATION. Either party may terminate this Agreement at any time in the event of a material breach of the Agreementby the other party, which shall be effected by written notice being sent by non-breaching party to the breaching party, provided however,that the Company shall have effectively delivered the Commitment Shares to the Investor prior to any such termination. In addition, thisAgreement shall automatically terminate on the earlier of (i) the end of the Commitment Period (ii) the date that, pursuant to or withinthe meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, aCustodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment forthe benefit of its creditors, or (iii) immediately upon the delisting of the American Depositary Shares from the NASDAQ Capital Market;provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investorset forth in this Article X shall survive the termination of this Agreement. Notwithstanding the forgoing, it is hereby acknowledgedand agreed that the entire amount of the Commitment Shares shall be fully earned by the Investor and shall be non-refundable as of theExecution Date, regardless of whether any Purchase Notices are issued or settled hereunder or any subsequent termination of this Agreement.

Section10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits thereto, contain the entire understanding ofthe Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents and exhibits.

Section10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, eachparty shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurredby such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall paythe Document Preparation Fee, shall issue the Commitment Shares, shall pay the Clearing Costs associated with each Closing, and shallpay any Registrar fees. It being hereby acknowledged and agreed that the entire amount of the Commitment Shares shall be fully earnedby the Investor and shall be non-refundable as of the Execution Date, regardless of whether any Purchase Notices are issued or settledhereunder or any subsequent termination of this Agreement.

Section10.8 COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by lessthan all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executingsuch counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents may be deliveredto the other parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.

Section10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdictionto be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that suchseverability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.

Section10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably requestin order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplatedhereby.

Section10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the partiesto express their mutual intent, and no rules of strict construction will be applied against any party.

Section10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or allof its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agreesthat the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actualdamages. In addition to being entitled to exercise all rights provided herein or granted by law, both parties will be entitled to specificperformance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurredby reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any actionfor specific performance of any such obligation the defense that a remedy at law would be adequate.

Section10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and arenot to be considered in construing or interpreting this Agreement.

Section10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the datethat is one (1) Business Day immediately preceding the initial filing of the prospectus to the Registration Statement with the SEC. Subjectto the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed byboth parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party againstwhom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operateas a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercisethereof or of any other right, power or privilege.

Section10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise makingpublic statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise makeany such public statement, other than as required by law, without the prior written consent of the other parties, which consent shallnot be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in whichsuch case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extentrequired by law. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,”as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents asexhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that thestatus of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

Section10.16 DISPUTE RESOLUTION.

(a)Governance of All Disputes. The parties recognize that disagreements asto certain matters may from time to time arise out of these Transaction Documents. The parties agree that any disagreements that arisefrom these Transaction Documents are to be governed in accordance with this Section 10.16.

(b)SUBMISSION TO DISPUTE RESOLUTION.

(i)In the case of a dispute relating to the Average Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be) (including,without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Investor (as the case may be)shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Business Days afterthe occurrence of the circumstances giving rise to such dispute or (B) if by the Investor at any time after the Investor learned of thecircumstances giving rise to such dispute. If the Investor and the Company are unable to promptly resolve such dispute relating to suchAverage Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be), at any time after the second (2nd) Business Day followingsuch initial notice by the Company or the Investor (as the case may be) of such dispute to the Company or the Investor (as the case maybe), then the Company and the Investor may select an independent, reputable investment bank as mutually agreed upon to resolve such dispute.

(ii)The Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so deliveredin accordance with the first sentence of this Section 10.16(b)(i) and (B) written documentation supporting its position with respectto such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the dateon which such investment bank was selected (the “Dispute Submission Deadline”) (the documents referred to inthe immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)(it being understood and agreed that if either the Investor or the Company fails to so deliver all of the Required Dispute Documentationby the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer beentitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank withrespect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that wasdelivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Companyand the Investor or otherwise requested by such investment bank, neither the Company nor the Investor shall be entitled to deliver orsubmit any written documentation or other support to such investment bank in connection with such dispute (other than the Required DisputeDocumentation).

(iii)The Company and the Investor shall cause such investment bank to determine the resolution of such dispute and notify the Companyand the Investor of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The feesand expenses of such investment bank shall be borne solely by the party submitting such dispute, and such investment bank’s resolutionof such dispute shall be final and binding upon all parties absent manifest error.

(c)Good Faith Attempt To Resolve Other Disputes. If either the Companyor the Investor believes that a dispute not covered by Section 10.16(b) has arisen under these Transaction Documents, that party,prior to commencing arbitration, must provide the other side with written notice detailing the nature of the alleged dispute. Upon receiptof such written notice, the parties are required to engage in good faith negotiations in an attempt to resolve the dispute for a periodof not less than fourteen (14) days, such time as may be extended by mutual agreement of the parties. If the Company and the Investorare unable to resolve such dispute within that fourteen (14) day period (or any period of extension as agreed by the parties), then eitherparty may pursue resolution of the dispute pursuant to Section 10.16(d).

(d)ARBITRATION. Any dispute, controversy, difference or claim that may arise between the Company and the Investor in connectionwith these Transaction Documents (including, without limitation, any claim that, for whatever reason, was not resolved by the proceduresof Section 10.16(b); and all claims arising out of or relating to the validity, construction, interpretation, enforceability,breach, performance, application or termination of these Transaction Documents), shall be submitted to binding arbitration governed bythe rules of the American Arbitration Association. The seat of the arbitration shall be in the State and County of New York. There shallbe only one arbitrator selected in accordance with the rules of the American Arbitration Association. The arbitration shall be conductedin English and may be conducted in a virtual setting. The arbitrator’s decision shall befinal and binding and judgment may be entered thereon.

(e)COSTS AND AWARD. Each side must bear its own costs and legal fees during the pendencyof the arbitration. A party’s failure to pay any costs or fees required to proceed in the arbitration, as they timely come due,shall result in an immediate default against that party. The prevailing party in the arbitration shall be entitled to recoup all itsreasonable attorneys’ fees and costs from the nonprevailing party, including, without limitation, all of its costs relating tothe arbitration, excluding only the costs incurred in connection with the procedures of Section 10.16(b). The arbitrator’sfinal award shall include this assessment of costs and fees. That award also shall include interest from the date of any damages incurredfor breach of these Transaction Documents, and from the date of the award until paid in full assessed at the prevailing statutory rate.The nonprevailing party must promptly pay that award in U.S. dollars, free of any tax, deduction or offset. Further, in the event a partyfails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’saward, the other party is entitled to all costs of suit including all reasonable attorneys’ fees and costs incurred in respectto any of these further actions. With respect to damages, the only damages recoverable under these Transaction Documents are compensatory;both the Company and the Investor expressly disclaim the right to seek punitive or other exemplary damages.

(f)INJUNCTIVE RELIEF. Provided a party has made a sufficient showing under applicable law, the arbitrator shall have the freedomto invoke, and the parties agree to abide by, injunctive measures that either party submits in writing for arbitration claims requiringimmediate relief. Additionally, nothing in this Section 10.16 shall preclude either party from seeking equitable relief or interimor provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or otherinterim equitable relief, concerning a dispute either prior to or during arbitration if necessary to protect the interests of such partyor to preserve the status quo pending the arbitration proceeding.

(g)Confidentiality. The arbitration proceeding and subsequentaward shall be confidential. The arbitrator shall issue appropriate protective orders to safeguard each party’s confidential information.Except as required by law (or if necessary to enforce the award), including without limitation securities regulations, neither partyis to make any public announcement with respect to the proceedings or decision of the arbitrator without the prior written consent ofthe other party. The existence of any dispute submitted to arbitration, and the award, shall be kept in confidence by the parties andthe arbitrator, except as required in connection with the enforcement of such an award or as otherwise required by law.

Section10.17 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereundershall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air courier servicewith charges prepaid next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF, addressed as set forth belowor to such other address as such party shall have specified most recently by written notice given in accordance herewith. Any noticeor other communication required or permitted to be given hereunder shall be deemed effective upon hand delivery or delivery by emailat the address designated below (if delivered on a business day during normal business hours where such notice is to be received), orthe first business day following such delivery (if delivered other than on a business day during normal business hours where such noticeis to be received).

Theaddresses for such communications shall be:

Ifto the Company:

Akari Therapeutics, Plc

22 Wharf Road, Fl 7

Boston, MA 02210

Attn: Abizer Gaslightwala

with a copy (not constituting notice)to:

Schwell Wimpfheimer & AssociatesLLP

37 West 39th Street, Suite 505

New York, New York 10018

Attn: Dov T. Schwell, Esq.

Ifto the Investor:

WHITELION CAPITAL LLC

Attention:Nathan Yee Jr, Managing Director

E-mail:team@whitelioncapital.com

Witha copy (not constituting notice) to:

GreenbergTraurig, P.A.

333S.E. 2nd Avenue

Miami,FL 33131

Attn:John D. Owens, III, Esq.

E-mail:owensjohn@gtlaw.com

Ifto the Registrar:

EquinitiLimited

HighdownHouse, Yeoman Way

Worthing,BN99 3HH

Eitherparty hereto may from time to time change its address or email for notices under this Section 10.17 by giving prior written noticeof such changed address to the other party hereto.

**Signature Page Follows **

INWITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorizedas of the Execution Date.

DISCLOSURESCHEDULES TO

ADRPURCHASE AGREEMENT

EXHIBITA

FORMOF RAPID PURCHASE OPTION 1 NOTICE

TO:WHITE LION CAPITAL LLC

Werefer to the Ordinary Shares Purchase Agreement, dated as of August {}, 2025, (the “Agreement”), enteredinto by and between Akari Therapeutics, Plc, and White Lion Capital LLC. Capitalized termsdefined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

Wehereby:

1)Give you notice that we require you to purchase __________ Purchase Notice Shares (exchangeable for _______________ Purchase Notice ADSs)at the Rapid Purchase Option 1 Price; and

2)Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

EXHIBITB

FORMOF RAPID PURCHASE OPTION 2 NOTICE

TO:WHITE LION CAPITAL LLC

Werefer to the Ordinary Shares Purchase Agreement, dated as of August {}, 2025, (the “Agreement”), enteredinto by and between Akari Therapeutics, Plc, and White Lion Capital LLC. Capitalized termsdefined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

Wehereby:

1)Give you notice that we require you to purchase __________ Purchase Notice Shares (exchangeable for _______________ Purchase Notice ADSs)at the Rapid Purchase Option 2 Price; and

2)Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

EXHIBITC

FORMOF RAPID PURCHASE OPTION 3 NOTICE

TO:WHITE LION CAPITAL LLC

Werefer to the Ordinary Shares Purchase Agreement, dated as of August {}, 2025, (the “Agreement”), enteredinto by and between Akari Therapeutics, Plc, and White Lion Capital LLC. Capitalized termsdefined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

Wehereby:

1)Give you notice that we require you to purchase __________ Purchase Notice Shares (exchangeable for _______________ Purchase Notice ADSs)at the Rapid Purchase Option 3 Price; and

2)Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

EXHIBITD

FORMOF VWAP PURCHASE NOTICE

TO:WHITE LION CAPITAL LLC

Werefer to the Ordinary Share Purchase Agreement, dated as of August {}, 2025, (the “Agreement”), enteredinto by and between Akari Therapeutics, Plc, and White Lion Capital LLC. Capitalized termsdefined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

Wehereby:

1)Give you notice that we require you to purchase __________ Purchase Notice Shares (exchangeable for _______________ Purchase Notice ADSs)at the VWAP Purchase Price; and

2)Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

EXHIBITE

REGISTRATIONRIGHTS AGREEMENT

Exhibit10.4

REGISTRATIONRIGHTS AGREEMENT

ThisRegistration Rights Agreement (this “Agreement”) is entered into effective as August 29, 2025 (the “ExecutionDate”), by and between Akari Therapeutics, Plc, a public limited company incorporated under the laws of England and Wales(the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

RECITALS

A.WHEREAS, the Company may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to $25,000,000in aggregate gross purchase price of newly issued Purchase Notice Shares; and

B.WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into, that certain Ordinary Share Purchase Agreement,dated as of August 29, 2025, by and between the Company and the Investor (the “Purchase Agreement”),and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certainregistration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

NOW,THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement,and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally boundhereby, the Company and the Investor hereby agree as follows:

Capitalizedterms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used inthis Agreement, the following terms shall have the following meanings:

(a)“Agreement” shall have the meaning assigned to such term in the preamble of this Agreement

(b)“Allowable Grace Period” shall have the meaning assigned to such term in Section 3(o).

(c)“Blue Sky Filing” shall have the meaning assigned to such term in Section 6(a).

(d)“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in NewYork, New York are authorized or required by law to remain closed.

(e)“Claims” shall have the meaning assigned to such term in Section 6(a).

(f)“Commission” means the U.S. Securities and Exchange Commission or any successor entity.

(g)“Company” shall have the meaning assigned to such term in the preamble of this Agreement.

(h)“Effective Date” means the date that the applicable Registration Statement has been declared effective by theCommission.

(i)“Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).

(j)“Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a).

(k)“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.

(l)“Investor Party” and “Investor Parties” shall have the meaning assigned to such termsin Section 6(a).

(m)“Legal Counsel” shall have the meaning assigned to such term in Section 2(b).

(n)“New Registration Statement” shall have the meaning assigned to such term in Section 2(c).

(o)“Ordinary Shares” shall have the meaning assigned to such term in the Purchase Agreement.

(p)“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership,limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

(q)“Prospectus” means the prospectus in the form included in the Registration Statement at the applicable EffectiveDate of the Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporatedby reference therein.

(r)“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from timeto time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

(s)“Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(t)“register,” “registered,” and “registration” refer to aregistration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuantto Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.

(u)“Registrable Securities” means American Depositary Shares representing (i) an aggregate of up to $25,000,000Purchase Notice Shares, (ii) the Commitment Shares issued under the Purchase Agreement, (iii) any and all Ordinary Shares issued to theInvestor under the Purchase Agreement, and (iv) any capital stock of the Company issued or issuable with respect to such Purchase NoticeShares or Commitment Shares or other capital stock, (1) as a result of any stock split, stock dividend, recapitalization, exchange orsimilar event or otherwise and (2) shares of capital stock of the Company into which the Ordinary Shares are converted or exchanged andshares of capital stock of a successor entity into which the shares of Ordinary Shares are converted or exchanged, in each case untilsuch time as such securities cease to be Registrable Securities pursuant to Section 2(f).

(v) “Registration Period” shall have the meaning assigned to such term in Section 3(a).

(w)“Registration Statement” means a registration statement or registration statements of the Company filed underthe Securities Act registering the resale by the Investor of Registrable Securities, including without limitation a New RegistrationStatement, as such registration statement or registration statements may be amended and supplemented from time to time, including alldocuments filed as part thereof or incorporated by reference therein.

(x)“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amendedfrom time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor tosell securities of the Company to the public without registration.

(y)“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amendedfrom time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayedor continuous basis.

(z)“Staff” shall have the meaning assigned to such term in Section 2(c).

(aa)“Violations” shall have the meaning assigned to such term in Section 6(a).

(a)Mandatory Registration. The Company shall, no later than thirty (30) days following the Execution Date, file with the Commissionan initial Registration Statement on Form S-1 (or any successor form) registering the resale by the Investor of the maximum number ofRegistrable Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations(determined as of two Business Days prior to such submission or filing) so as to permit the resale of such Registrable Securities bythe Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “InitialRegistration Statement”). The Initial Registration Statement shall contain a Prospectus describing the material termsand conditions of the Purchase Agreement, and disclosing all information relating to the transactions contemplated thereby required tobe disclosed in the Prospectus, including, without limitation, “Selling Stockholder” and “Plan of Distribution”sections in substantially the forms provided to the Company by the Investor, in order to conform, in all material respects when filedwith the Commission pursuant to Rule 424(b) under the Securities Act, and shall otherwise conform to the requirements of the SecuritiesAct and the rules and regulations thereunder. The Company shall use its commercially reasonable efforts to have the Initial RegistrationStatement declared effective by the Commission as soon as reasonably practicable following the filing thereof with the Commission; provided,however, that the Company’s obligations to include the Registrable Securities in the Initial Registration Statement are contingentupon the Investor furnishing in writing to the Company such information, and executing such documents, in connection with such registrationas the Company may reasonably request in accordance with Section 4(a).

(b)Legal Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to reviewand oversee, solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”),which shall be Greenberg Traurig, P.A ., or such other counsel as thereafter designated by the Investor. The Company shall haveno obligation to reimburse the Investor for any legal fees and expenses of the Legal Counsel incurred in connection with the transactionscontemplated hereby.

(c)Sufficient Number of Shares Registered. If all Registrable Securities are not covered by the Initial Registration Statementfiled pursuant to Section 2(a) as a result of Section 2(e) or otherwise, or the Initial Registration Statement is no longereffective, and the number of Registrable Securities covered by all effective Registration Statements that have not been sold by the Investoris less than twenty-five percent (25)% of the Registrable Securities sold by the Investor pursuant to such RegistrationStatements in the ninety (90) preceding days, the Company shall use its commercially reasonable efforts, to the extent necessary andpermissible, amend the Initial Registration Statement, cause an existing registration statement that has been filed but not declaredeffective by the Commission to become effective, or to file with the Commission one or more additional Registration Statements (which,if the Company shall at such time have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, maybe Registration Statement(s) on Form S-3 or any similar short-form Registration Statement in lieu of a Registration Statement on FormS-1) so as to cover the maximum number of Registrable Securities not covered by an effective Registration Statement as shall be permittedto be included thereon in accordance with applicable Commission rules, regulations and interpretations (determined as of two BusinessDays prior to such submission or filing), in each case, as soon as reasonably practicable (taking into account any position of the staffof the Commission (“Staff”) with respect to the date on which the Staff will permit such additional RegistrationStatement(s) to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration Statement,a “New Registration Statement”). The Company shall use its commercially reasonable efforts to cause each suchNew Registration Statement to become effective as soon as reasonably practicable following the filing thereof with the Commission.

(d)No Inclusion of Other Securities; Statutory Underwriter Status. In no event shall the Company include any securities otherthan Registrable Securities on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor andLegal Counsel and receiving the written consent of the Investor, prior to filing such Registration Statement with the Commission. TheInvestor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each RegistrationStatement and in any Prospectus contained therein to the extent required by applicable law and to the extent the Prospectus is relatedto the resale of Registrable Securities.

(e)Offering. If the Staff or the Commission seeks to prevent the Company from including any or all of the Registrable Securitiesproposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any RegistrationStatement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a) or Section 2(c), the Company is otherwiserequired by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, thenthe Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation withthe Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom), to no more than the maximum numberof securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit suchRegistration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if aftergiving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such RegistrationStatement to become effective and be used for resales by the Investor of Registrable Securities on a delayed or continuous basis underRule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date ofsuch Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such RegistrationStatement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph,the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordancewith Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declaredeffective and the Prospectuses contained therein are available for use by the Investor.

(f)Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a RegistrationStatement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security hasbeen sold or disposed of pursuant to such effective Registration Statement by the Investor; (ii) when such Registrable Security is heldby the Company or one of its Subsidiaries; (iii) such securities are sold by the Investor under circumstances in which all of the applicableconditions of Rule 144 under the Securities Act are met and (iv) such securities become eligible for sale pursuant to Rule 144 withoutvolume or manner-of-sale restrictions, without the requirement for the Company to be in compliance with the current public informationrequirement under Rule 144(c) or Rule 144(i)(2) thereunder .

Forthe duration of the Registration Period, the Company shall use its commercially reasonable best efforts to effect the registration ofthe Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of thisAgreement, the Company shall have the following obligations:

(a) Subject to Allowable Grace Periods, the Company shall use its commercially reasonable efforts to keepeach Registration Statement effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by theInvestor of Registrable Securities on a continuous basis at then-prevailing market prices (and not fixed prices) at all times until theearlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement,(ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (or,if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement)and (iii) all such securities cease to be Registrable Securities pursuant to Section 2(f)(iii) or Section 2(f)(iv) (the “RegistrationPeriod”). Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section3(o) hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including,without limitation, all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplementsthereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to statea material fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in light ofthe circumstances in which they were made) not misleading. The Company shall submit to the Commission, as soon as reasonably practicableafter the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staffhas no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of suchRegistration Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.

(b)Subject to Section 3(o) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file withthe Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statementand the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgatedunder the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained thereincurrent and available for use) at all times during the Registration Period for such Registration Statement, and, during such period,comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company requiredto be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordancewith the intended methods of disposition by the Investor as set forth in such Registration Statement. Without limiting the generalityof the foregoing, the Company covenants and agrees that (i) on the second (2^nd) Business Day immediately following the EffectiveDate of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Companyshall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connectionwith sales pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated byany Purchase Notice are material to the Company (individually or collectively with all other prior Purchase Notices, the consummationof which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the SecuritiesAct or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise requiredunder the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company andthe Investor, then, on the first (1^st) Business Day immediately following the Closing Date, if a Purchase Notice was properlydelivered to the Investor hereunder in connection with such purchase, the Company shall file with the Commission a Prospectus Supplementpursuant to Rule 424(b) under the Securities Act with respect to the purchase(s), the total purchase amount for the Purchase Notice Sharessubject to such purchase(s) (as applicable), the applicable Purchase Amount(s) for such Purchase Notice Shares and the net proceeds thatare to be (and, if applicable, have been) received by the Company from the sale of such Purchase Notice Shares. To the extent not previouslydisclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Annual Reports on Form 10-K the informationdescribed in the immediately preceding sentence relating to all purchase(s) consummated during the relevant fiscal year and shall filesuch Quarterly Reports and Annual Reports with the Commission within the applicable time period prescribed for such report under theExchange Act. In the case of amendments and supplements to any Registration Statement on Form S-1, Form S-3 or Prospectus related theretothat are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reasonof the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shallhave incorporated such report by reference into such Registration Statement and Prospectus, if applicable and if such ability to incorporatesuch report by reference is available to the Company at such time, or shall file such amendments or supplements to the Registration Statementor Prospectus with the Commission on the same day on which the Exchange Act report is filed that created the requirement for the Companyto amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating such report into suchRegistration Statement and Prospectus. The Company consents to the use of the Prospectus (including, without limitation, any supplementthereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “BlueSky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale ofthe Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto)(or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be deliveredin connection with resales of Registrable Securities.

(c)The Company shall (A) permit Investor (and if Investor requests, Legal Counsel) an opportunity to review and comment upon (i) each RegistrationStatement at least two (2) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each RegistrationStatement (including, without limitation, the Prospectus contained therein) within a reasonable number of days prior to their filingwith the Commission, and (B) shall reasonably consider any comments of the Investor (and, if applicable, Legal Counsel) on any such RegistrationStatement or amendment or supplement thereto or to any Prospectus contained therein; provided, that the Company shall not have any obligationto modify any information if the Company expects that so doing would cause (i) the Registration Statement to contain an 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 misleadingor (ii) the Prospectus to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to makethe statements made, in light of the circumstances under which they were made, not misleading. The Company shall promptly furnish toInvestor, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representativesrelating to each Registration Statement (which correspondence shall be redacted to exclude any material nonpublic information regardingthe Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one (1) electronic copy of eachRegistration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated thereinby reference, if requested by the Investor, and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copyof the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Companyshall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Investor or LegalCounsel to the extent such document is available on Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

(d)Without limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, withoutcharge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statementand any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference, if requestedby the Investor, (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in suchRegistration Statement and all amendments and supplements thereto and (iii) such other documents, including, without limitation, copiesof any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order to facilitatethe disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required to furnishany document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document is availableon EDGAR.

(e)The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration andqualification applies, the resale by the Investor of the Registrable Securities, under such other securities or “Blue Sky”laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including,without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintainthe effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain suchregistrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessaryor advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shallnot be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would nototherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or(z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receiptby the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securitiesfor sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual noticeof the initiation or threatening of any proceeding for such purpose.

(f)The Company shall notify the Investor in writing of the happening of any event, as promptly as reasonably practicable after becomingaware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untruestatement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein,in light of the circumstances under which they were made, not misleading (provided, that in no event shall such notice contain any materialnonpublic information regarding the Company or any of its Subsidiaries), and, subject to Section 3(o), promptly prepare a supplementor amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission. The Companyshall also promptly notify the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment hasbeen filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shallbe delivered to the Investor by facsimile or e-mail (with read receipt) on the same day of such effectiveness), and when the Companyreceives written notice from the Commission that a Registration Statement or any post-effective amendment will be reviewed by the Commission,(ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus or related information,(iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriateand (iv) of the receipt of any request by the Commission or any other federal or state governmental authority for any additional informationrelating to the Registration Statement or any amendment or supplement thereto or any related Prospectus. The Company shall respond aspromptly as reasonably practicable to any comments received from the Commission with respect to a Registration Statement or any amendmentthereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement.

(g)The Company shall (i) use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectivenessof a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of anexemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension isissued, to obtain the withdrawal of such order or suspension as soon as reasonably practicable and (ii) notify the Investor of the issuanceof such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.

(h)The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such informationis necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed insuch Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena orother final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been madegenerally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Companyagrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmentalbody of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’sexpense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i)Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable effortseither to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Principal Market, or(ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another PrincipalMarket. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j)The Company shall cooperate with the Investor and, to the extent applicable, use its commercially reasonable best efforts to facilitatethe timely preparation and delivery of Registrable Securities, as DWAC securities, to be offered pursuant to a Registration Statementand enable such DWAC securities to be in such denominations or amounts (as the case may be) as the Investor may reasonably request fromtime to time. Investor hereby agrees that it shall cooperate with the Company, its counsel and Transfer Agent in connection with anyissuances of DWAC securities, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC securitiesonly pursuant to the Registration Statement in which such DWAC securities are included, in a manner described under the caption “Planof Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securitieslaws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. Atthe time such DWAC securities are offered and sold pursuant to the Registration Statement, such DWAC securities shall be free from allrestrictive legends (except as otherwise required by applicable federal laws) and may be transmitted by the transfer agent to the Investorby crediting an account at DTC as directed in writing by the Investor.

(k)Upon the written request of the Investor, the Company shall, as soon as reasonably practicable after receipt of notice from the Investor,and subject to Section 3(o) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information asthe Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, withoutlimitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid thereforand any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of suchProspectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplementor post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein ifreasonably requested by the Investor.

(l)[Reserved].

(m)The Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)as soon as reasonably practicable, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement(in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-monthperiod beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of eachRegistration Statement.

(n)The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commissionin connection with any registration hereunder.

(o)Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(o)), at any time,the Company may, upon written notice to Investor, delay the filing or effectiveness of any Registration Statement, or suspend Investor’suse of any Prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the RegistrableSecurities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of RegistrableSecurities) if the Company determines that in order for such Registration Statement or Prospectus not to contain a material misstatementor omission, (i) an amendment or supplement thereto would be needed to include information at that time, (ii) the negotiation or consummationof a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event theCompany’s board of directors reasonably believes would require additional disclosure by the Company in such Registration Statementor Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosureof which in such Registration Statement or Prospectus would be expected, in the reasonable determination of the Company’s boardof directors, to cause such Registration Statement or Prospectus to fail to comply with applicable disclosure requirements of the Commission,or (iii) in the good faith judgment of the majority of the members of the Company’s board of directors, such filing or effectivenessor use of such Registration Statement or Prospectus, as applicable, would be materially detrimental to the Company and, as a result,that it is essential to defer such filing, effectiveness or use (each, an “Allowable Grace Period”);provided, however, that in no event shall the Company delay or suspend the filing, effectiveness or use of any Registration Statementor Prospectus for a period that exceeds 45 consecutive Business Days or an aggregate of 12-0 total Business Days in any 365-day period;and provided, further, the Company shall not effect any such suspension during the applicable valuation period following the applicablepurchase notice date for each purchase Purchase Notice Shares. Upon disclosure of such information or the termination of the conditiondescribed above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination,to the Investor and shall promptly terminate any suspension or delay it has put into effect and shall take such other reasonable actionsto permit registered sales of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentenceof Section 3(f) with respect to the information giving rise thereto unless such material nonpublic information is no longer applicable).Notwithstanding anything to the contrary contained in this Section 3(o), the Company shall cause its transfer agent to deliverDWAC securities to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale ofRegistrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contractfor sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable,in each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yetsettled.

(p)The Company shall at all times maintain the services of the Registrar and Depositary with respect to the administration of its AmericanDepositary Shares and Ordinary Shares.

4.Obligations of the Investor.

(a)At least two (2) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to whichthe parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respectto such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuantto this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such informationregarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held byit, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shallexecute such documents in connection with such registration as the Company may reasonably request.

(b)The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Companyin connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Companyin writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

(c)The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section3(o) or the first sentence of 3(f), the Investor shall (i) immediately discontinue disposition of Registrable Securities pursuantto any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplementedor amended Prospectus contemplated by Section 3(o) or the first sentence of Section 3(f) or receipt of notice that no supplementor amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered by the Company unlessotherwise required by law or subpoena. Notwithstanding anything to the contrary in this Section 4(c), the Company shall causeits transfer agent to deliver DWAC securities to a transferee of the Investor in accordance with the terms of the Purchase Agreementin connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior tothe Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(o)or the first sentence of Section 3(f) and for which the Investor has not yet settled.

(d)The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicableto it in connection with sales of Registrable Securities pursuant to a Registration Statement.

5.Expenses of Registration.

Allreasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expensesof, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,without limitation, all registration, listing and qualifications fees, printers and accounting fees incurred by the Company, and feesand disbursements of counsel for the Company, shall be paid by the Company.

6.Indemnification.

(a)To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each ofits directors, officers, shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionallyequivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, whocontrols the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders,members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent role of a Person holdingsuch titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “InvestorParty” and collectively, the “Investor Parties”), against any losses, obligations,claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs,reasonable attorneys’ fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several (collectively,“Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry,proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatoryagency, body or the Commission, whether pending or threatened, whether or not an Investor Party is or may be a party thereto (“IndemnifiedDamages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commencedor threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a materialfact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification ofthe offering under the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be statedtherein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a materialfact contained in any Prospectus (as amended or supplemented) or in any Prospectus Supplement or the omission or alleged omission tostate therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statementstherein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”).Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly as such expenses are incurred and are dueand payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defendingany such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs (A) as a result ofthe Investor Party’s affirmatively adjudicated fraud, bad faith, negligence or misconduct, or (B) in reliance upon and in conformitywith information furnished in writing to the Company by such Investor Party for such Investor Party expressly for use in connection withthe preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto(it being hereby acknowledged and agreed that only written information expressly confirmed and consented to in writing by the Investoras furnished by the Investor for use in any Registration Statement, Prospectus or Prospectus Supplement shall be utilized by the Companyfor such purposes); (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the Investor to deliveror to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including,without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made availableby the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected Prospectusno grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlementis effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnityshall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive thetransfer of any of the Registrable Securities by the Investor pursuant to Section 9.

(b)In connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointlyindemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, eachof its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company withinthe meaning of the Securities Act or the Exchange Act (each, an “Company Party”), against any Claimor Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as suchClaim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, thatsuch Violation occurs in reliance upon and in conformity with written information relating to the Investor furnished to the Company bythe Investor expressly for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplementthereto (it being hereby acknowledged and agreed that only written information expressly confirmed and consented to in writing by theInvestor as furnished by the Investor for use in any Registration Statement, Prospectus or Prospectus Supplement shall be utilized bythe Company for such purposes); and, subject to Section 6(c) and the below provisos in this Section 6(b), the Investorshall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection with investigatingor defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreementwith respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlementis effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided,further that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages asdoes not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable Securities by the Investor pursuantto such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain in full force and effect regardlessof any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities bythe Investor pursuant to Section 9.

(c)Promptly after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencementof any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Partyor Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the rightto participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed,to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the CompanyParty (as the case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the rightto retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying partyhas agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense ofsuch Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim;or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Partyor Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be)shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such InvestorParty or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case maybe) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, thenthe indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shallbe at the expense of the indemnifying party), provided further that in the case of clause (iii) above the indemnifying party shallnot be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties or CompanyParties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifyingparty in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifyingparty all information reasonably available to the Company Party or Investor Party (as the case may be) which relates to such action orClaim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times 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, the indemnifying partyshall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of theCompany Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromisewhich does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party(as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include anyadmission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply toSections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogatedto all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relatingto the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonabletime of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or CompanyParty (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adverselyprejudiced in its ability to defend such action.

(d)No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such saleof Registrable Securities who is not guilty of fraudulent misrepresentation.

(e)The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigationor defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any paymentpursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a courtof competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f)The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the CompanyParty or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuantto the law.

7.Contribution.

Tothe extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximumcontribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable forindemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of RegistrableSecurities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connectionwith such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty offraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amountof net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement.Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amountin excess of the amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securitiessubject to the Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be requiredto pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

8.Reports Under the Exchange Act.

Witha view to making available to the Investor the benefits of Rule 144, the Company agrees to:

(a)use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule144;

(b)use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of theCompany under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understoodthat nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports andother documents is required for the applicable provisions of Rule 144;

(c)furnish to the Investor, so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy ofthe most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the Commissionif such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investorto sell such securities pursuant to Rule 144 without registration; and

(d)take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuantto Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructionsto the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperatewith Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

9.Assignment of Registration Rights.

Neitherthe Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder.

10.Amendment or Waiver.

Noprovision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived otherthan in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exerciseany right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as awaiver thereof.

11.Miscellaneous.

(a)Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemedto own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or morePersons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election receivedfrom such record owner of such Registrable Securities.

(b)Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be givenin accordance with Section 10.17 of the Purchase Agreement.

(c)Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such rightor remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occurin the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwisebreached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches ofthe provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessityof showing economic loss and without any bond or other security being required), this being in addition to any other remedy to whicheither party may be entitled by law or equity.

(d)All questions concerning the governing law, construction, validity, enforcement, arbitration, dispute resolution and interpretation ofthis Agreement shall be under the same terms as set forth under Article X of the Purchase Agreement, including, without limitation,Sections 10.1, 10.2, 10.11, 10.12, and 10.16 thereunder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANYRIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITHOR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)The Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereofand supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written,solely with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to thesubject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contraryand without implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affectin any manner whatsoever (i) the conditions precedent to a purchase contained in Article VII of the Purchase Agreement or (ii)any of the Company’s obligations under the Purchase Agreement.

(f)This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement isnot for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successorsand the Persons referred to in Sections 6 and 7 hereof (and in such case, solely for the purposes set forth therein).

(g)The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unlessthe context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular andplural forms thereof. The terms “including,” “includes,” “include” and words of like import shallbe construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(h)This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement andshall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signatureor signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be bindingupon the signatory thereto with the same force and effect as if the signature were an original signature.

(i)Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver allsuch other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intentand accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j)The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rulesof strict construction will be applied against any party.

12.Termination.

ThisAgreement shall terminate in its entirety upon the date on which the Investor shall no longer hold any Registrable Securities; provided,that the provisions of Sections 6, 7, 9, 10 and 11 shall remain in full force and effect for the longestperiod under applicable laws.

[SignaturePages Follow]

INWITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Registration Rights Agreement tobe duly executed as of the Execution Date.